o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 |
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class | Name of each exchange on which registered | |
Ordinary shares, par value US$0.00002 per share* | The NASDAQ Stock Market LLC | |
(The NASDAQ Global Market) |
* | Not for trading, but only in connection with the listing on The NASDAQ Global Market of American depositary shares, each representing 15 ordinary shares. |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o |
US GAAP þ | International Financial Reporting Standards as issued by | Other o | ||
the International Accounting Standards Board o |
Page | ||||
|
||||
4 | ||||
|
||||
5 | ||||
|
||||
5 | ||||
|
||||
5 | ||||
|
||||
5 | ||||
|
||||
18 | ||||
|
||||
28 | ||||
|
||||
29 | ||||
|
||||
44 | ||||
|
||||
50 | ||||
|
||||
51 | ||||
|
||||
52 | ||||
|
||||
53 | ||||
|
||||
58 | ||||
|
||||
58 | ||||
|
||||
60 | ||||
|
||||
60 | ||||
|
||||
60 | ||||
|
||||
60 |
2
Page | ||||||||
|
||||||||
61 | ||||||||
|
||||||||
61 | ||||||||
|
||||||||
62 | ||||||||
|
||||||||
62 | ||||||||
|
||||||||
62 | ||||||||
|
||||||||
63 | ||||||||
|
||||||||
63 | ||||||||
|
||||||||
63 | ||||||||
|
||||||||
63 | ||||||||
|
||||||||
63 | ||||||||
|
||||||||
63 | ||||||||
|
||||||||
Exhibit 4.14 | ||||||||
Exhibit 4.15 | ||||||||
Exhibit 4.16 | ||||||||
Exhibit 4.17 | ||||||||
Exhibit 8.1 | ||||||||
Exhibit 12.1 | ||||||||
Exhibit 12.2 | ||||||||
Exhibit 13.1 | ||||||||
Exhibit 13.2 | ||||||||
Exhibit 15.1 | ||||||||
Exhibit 15.2 |
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
For the Year Ended December 31,
2009
2006
2007
2008
(As restated)
2010
(In thousands, except share, per share and per ADS data)
$
80,804
$
143,444
$
208,850
$
211,076
$
271,877
25,699
38,649
41,165
38,211
67,092
(40,728
)
(47,440
)
(40,125
)
(24,881
)
(32,323
)
180
1,734
3,081
481
159
2,443
1,109
(14,849
)
(7,057
)
6,564
13,811
36,037
(393
)
(851
)
(10,208
)
(3,621
)
7,349
2,386
28,658
1,808
1,200
652
2,028
(818
)
$
(8,793
)
$
(3,272
)
$
8,001
$
4,414
$
27,840
$
(0.01
)
$
(0.01
)
$
0.01
$
0.01
$
0.04
$
(0.01
)
$
(0.01
)
$
0.01
$
0.01
$
0.03
656,255,882
649,807,421
649,972,306
650,057,866
732,784,822
656,255,882
649,807,421
650,062,312
720,889,120
795,843,605
Table of Contents
As of December 31,
2009
2006
2007
2008
(As restated)
2010
(In thousands)
$
113,172
$
84,754
$
78,926
$
130,544
$
198,536
37,229
40,014
37,804
28,992
19,241
8,546
50,763
37,763
22,937
17,745
207,714
234,861
220,064
250,667
303,953
37,123
60,739
28,248
28,700
33,976
18,029
430
$
207,714
$
234,861
$
220,064
$
250,667
$
303,953
8,655,000
8,655,000
918,000
649,692,954
649,913,136
650,034,590
650,156,045
794,003,193
achieve and maintain our profitability and margins;
acquire and retain customers;
attract, train and retain qualified personnel;
maintain adequate control over our costs and expenses;
keep up with evolving industry standards and market developments; or
respond to competitive and changing market conditions.
Table of Contents
Table of Contents
Table of Contents
the growth in mobile handset use, personal computer use, Internet use
and broadband users and mobile and online games penetration in China
and other markets in which we offer our mobile and online games, and
the rate of any such growth;
whether the mobile and online games business, particularly in China,
continues to grow and the rate of any such growth;
general economic conditions, particularly economic conditions
adversely affecting discretionary consumer spending;
the availability and popularity of other forms of entertainment;
changes in consumer demographics and public tastes and preferences;
the popularity and price of new mobile and online games and in-game
items that our competitors launch and distribute; and
market acceptance of our newly designed games.
high acquisition and financing costs;
potential ongoing financial obligations and unforeseen or hidden liabilities;
failure to achieve our intended objectives, benefits or revenue-enhancing opportunities;
cost of, and difficulties in, integrating acquired businesses and managing a larger business;
potential claims or litigation regarding our boards exercise of its duty of care and other
duties required under applicable law in connection with any of our significant acquisitions
or investments approved by the board; and
diversion of our resources and management attention.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
actual or anticipated fluctuations in our quarterly operating results;
changes in financial estimates by securities research analysts;
Table of Contents
conditions in the mobile handset and mobile and online games markets;
changes in the economic performance or market valuations of other
mobile handset design houses, original design product providers or
manufacturers;
performance of other China-based companies that are listed on NASDAQ;
announcements by us or our competitors of new products, acquisitions,
strategic partnerships, joint ventures or capital commitments;
addition or departure of key personnel; and
fluctuations of exchange rates between the RMB and U.S. dollar.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
(1)
Dotted line denotes variable interest entities. We have contractual arrangements with QIGI
Technology under which QIGI Technology focuses on smart phones under the QIGI brand. We
also have contractual arrangements with Techfaith Interactive under which Techfaith
Interactive operates our online and mobile game business
(2)
Billion Team Asia Limited is an affiliate entity of D Magic Mobile (Shanghai) Incorporation.
Table of Contents
Techfaith Wireless Communication Technology (Beijing) Limited, or
Techfaith China, which primarily designs GSM-based mobile handsets;
One Net Entertainment Limited, formerly known as Techfaith Interactive
Technology (Beijing) Limited, and before then, Techfaith Wireless
Communication Technology (Beijing) Limited II and Beijing Centel
Technology R&D Co., Ltd., which primarily designs online games and
provides motion game devices;
Beijing Techfaith Interactive Internet Technology Limited, or
Techfaith Interactive, which has exclusive contractual arrangements
with us to operate our online and mobile game business;
Techfaith Wireless Communication Technology (Shanghai) Limited,
formerly known as Leadtech Communication Technology (Shanghai)
Limited, which primarily designs CDMA mobile handsets using technology
licensed from QUALCOMM;
Techfaith Intelligent Handset Technology (Beijing) Limited, or
Techfaith Intelligent Handset Beijing, which focuses on smart phones
and related products;
Techfaith Wireless Communication Technology (Hangzhou) Limited, or
Techfaith Hangzhou, which focuses on handsets and smart phones sales;
Techfaith Intelligent Handset Technology (Hong Kong) Limited, which
focuses on smart phones and handsets sales;
QIGI&BODEE Technology (Beijing) Co., Ltd., or QIGI Technology, which
focuses on smart phones under the QIGI brand; and
Glomate Mobile (Beijing) Co., Ltd., or Glomate, which will focus on
licensing well-known brands for high-end mobile phones.
Table of Contents
Impact on current earnings for year ended December 31, 2009:
(in thousands)
$
(2,588
)
$
665
$
(1,923
)
Table of Contents
Table of Contents
Table of Contents
Table of Contents
The revenue growth is projected at a compound annual growth rate, or
CAGR, of approximately 5% for the ODP segment for the period from
2011-2015; and the CAGR is projected to be approximately 8% or brand
name phone sales segment from 2011-2015.
In the projection period, the cost of revenues as a percentage of
revenues is expected to remain stable for the ODP segment; and cost of
revenues as percentage of revenue is expected to increase gradually.
Operating expenses, including selling and marketing expenses and
general and administrative expenses, as a as percentage of sales is
expected to remain stable.
Over the projection period, earnings before interest and tax, or EBIT
margins for the ODP segment, is expected to remain stable at 11.3%;
and expected EBIT margins for the brand name phone sales segment are
30.9% for 2011, 29.3% for 2012, 26.3% for 2013 and 23.1% for 2014 and
2015, respectively.
To maintain normal operations, capital expenditures are estimated to
be around 0.4% of revenues for the ODP segment and 0.1% of revenues
for the brand name phone sales segment.
The working capital requirement is estimated based on main accounts
turnover days.
A perpetual growth rate after 2015 is assumed to be at 3% per year for
the ODP segment and 2% per year for the brand name phone sales
segment.
The weighted average cost of capital, or WACC, used in the analysis is
23% for ODP segment and 39.5% for brand name brand
name phone sales segment.
Table of Contents
Table of Contents
For the Year Ended December 31,
2009
2008
(As restated)
2010
(In thousands)
$
208,850
$
210,588
$
222,549
38,462
488
10,866
208,850
211,076
271,877
(167,685
)
(172,801
)
(180,517
)
(22,066
)
(64
)
(2,202
)
(167,685
)
(172,865
)
(204,785
)
41,165
38,211
67,092
(15,553
)
(9,600
)
(14,626
)
(18,195
)
(12,040
)
(11,613
)
(5,497
)
(3,241
)
(6,084
)
(880
)
(40,125
)
(24,881
)
(32,323
)
3,081
481
159
2,443
1,109
6,564
13,811
36,037
(47
)
(35
)
(1
)
Table of Contents
For the Year Ended December 31,
2009
2008
(As restated)
2010
(In thousands)
1,616
667
882
142
(22
)
115
(101
)
(3,176
)
(855
)
(84
)
(123
)
(5,270
)
1,280
93
(3,642
)
(9,458
)
7,349
2,386
28,658
652
2,028
(818
)
$
8,001
$
4,414
$
27,840
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Year Ended December 31,
2009
2008
(As restated)
2010
(In thousands)
$
1,496
$
33,241
$
53,729
(11,409
)
(1,146
)
9,291
19,389
290
4,085
134
4,682
(5,828
)
51,618
67,992
84,754
78,926
130,544
$
78,926
$
130,544
$
198,536
Table of Contents
Table of Contents
Payment Due by Period
Less Than
1-3
3-5
More Than
Contractual Obligations
Total
1 Year
Years
Years
5 Years
(In thousands of $)
279
279
3,106
3,106
1,865
1,865
5,250
5,250
(1)
Operating lease obligations arise from operating lease agreements principally for office spaces in China.
(2)
Capital obligations represent commitments for construction of property, purchase of plant, machinery and equipment.
(3)
Purchase obligations represent commitments under non-cancellable contracts we entered into with certain EMS
providers that allow them to procure inventory required to provide the manufacturing services for our products.
Table of Contents
our limited operating history as a mobile handset design and software
solution provider and, to an even larger extent, as a seller of
completed handsets;
our ability to successfully expand into the new branded mobile phone
and game businesses;
our ability to timely and cost-efficiently sell completed handsets to
meet our customers demands;
decrease in demand for completed handsets by mobile handset brand
owners; and
other risks outlined in this annual report on Form 20-F.
Directors and Executive Officers
Age
Position/Title
40
Chairman and Chief Executive Officer
36
Director and Chief Operating Officer
55
Director
65
Independent Director
48
Independent Director
55
Independent Director
38
Independent Director
36
Chief Financial Officer
49
Chief Technology Officer
42
Senior Vice President
43
President
Table of Contents
Table of Contents
Exercise
Ordinary Shares Underlying
Price
Date of
Date of
Options Granted
(US$/Share)
Grant
Expiration
131,636
1.083
August 13, 2005
August 13, 2015
131,636
Number of Ordinary Shares
Underlying the Options Granted, as
Price
Vesting
of the Date of Grant
(US$/Share)
Date of Grant
Schedule
300,000
0.272
April 21,2011
(1
)
300,000
0.272
April 21,2011
(1
)
300,000
0.272
April 21,2011
(1
)
300,000
0.272
April 21,2011
(1
)
300,000
0.272
April 21,2011
(1
)
1,500,000
(1)
50% of the shares subject to the option vested immediately on the
grant date and remaining 50% will be vested on April 21, 2012. As of
May 23,2011, the any vested options have not been exercised yet.
Table of Contents
Number of Ordinary Shares
Underlying the Nonvested Shares
Price
Date of
Vesting
Granted, as of the Date of Grant
(US$/Share)
Grant
Schedule
65,818
August 12, 2006
(1
)
65,818
August 12, 2006
(2
)
65,818
August 12, 2006
(2
)
65,818
November 11, 2006
(3
)
65,818
August 11, 2007
(4
)
329,090
(1)
100% of the shares vested immediately on the grant date.
(2)
50% of the nonvested shares vested immediately on the grant date, and
the remaining 50% of the nonvested shares vested on April 1, 2007.
(3)
50% of the nonvested shares vested immediately on the grant date, and
the remaining 50% of the nonvested shares vested on November 1, 2007.
(4)
One quarter of the nonvested shares vested immediately on the grant
date, and the remaining three quarters vested on August 12, 2008, 2009
and 2010 averagely.
our ordinary shares;
options to purchase our ordinary shares;
nonvested shares, which are non-transferable ordinary shares, subject
to forfeiture upon termination of a grantees employment or service;
nonvested share units, which represent the right to receive our
ordinary shares at a specified date in the future, subject to
forfeiture upon termination of a grantees employment or service;
share appreciation rights, which provide for the payment to the
grantee based upon increases in the price of our ordinary shares over
a set base price; and
dividend equivalent rights, which represent the value of the dividends
per share that we pay.
Table of Contents
Table of Contents
Ordinary Shares Beneficially Owned
(1)
Number
%
(2)
253,195,000
31.89
%
131,636
*
65,818
*
65,818
*
65,818
*
65,818
*
253,589,908
31.94
%
*
Less than 1%.
(1)
Beneficial ownership is determined in accordance with the rules of the Securities and
Exchange Commission, or the SEC, and includes voting or investment power with respect to
the securities.
(2)
For each person and group included in this table, percentage ownership is calculated by
dividing the number of shares beneficially owned by such person or group by the sum of
(1) 794,003,193 being the number of ordinary shares outstanding as of May 23, 2011 and
(2) the number of ordinary shares underlying share options held by such person or group,
if any, that were exercisable within 60 days after May 23, 2011, or the number of
nonvested shares held by such person or group, if any, that will fully vest within 60
days after May 23, 2011, or the number of other securities of the company that such
person or group otherwise has the right to acquire, if any, within 60 days after
May 23, 2011 by option or other agreement.
(3)
Includes 165,750,000 ordinary shares held by Oasis Land Limited, which is ultimately
owned by Dongs Family Trust, and 83,500,000 ordinary shares held by Helio Glaze
Limited, which is ultimately owned by Huos Offshore Trust. Mr. Defu Dong is the sole
director of each of Oasis Land Limited and Helio Glaze Limited, with the sole power to
vote on behalf of Oasis Land Limited and Helio Glaze Limited on all matters of Techfaith
requiring shareholder approval. In December 2010 and March 2011, Mr. Defu Dong
repurchased 263,000 ADSs representing 3,945,000 ordinary shares through Oasis Land
Limited. The business address for Mr. Defu Dong is Building 1, No. 13, YongChang North
Road, Beijing Economic-Technological Development Area (Yi Zhuang), Beijing 100176,
Peoples Republic of China.
(4)
Includes 131,636 ordinary shares that were issuable upon exercise of options exercisable
within 60 days after May 23, 2011 held by Mr. Lee.
(5)
Includes 65,818 nonvested shares that were granted to Robert Chen on August 12, 2006;
the previous granted 131,636 share options were cancelled accordingly;
Table of Contents
(6)
Includes 65,818 nonvested shares that were granted to Hui (Tom) Zhang on August 12, 2006;
(7)
Includes 65,818 nonvested shares that were granted to Ken Lu on November 11, 2006;
(8)
Includes 65,818 nonvested shares that were granted to Sui Ling on August 11, 2007;
(9)
Shares owned by all of our directors and executive officers as a group include shares
beneficially owned by Defu Dong, Jy-Ber Gilbert Lee, Hung Hsin (Robert) Chen, Sui Ling,
Hui (Tom) Zhang, and Ken Lu.
Ordinary Shares Beneficially Owned
(1)
Number
%
(2)
78,814,628
9.93
%
65,934,066
8.3
%
(1)
Beneficial ownership is determined in accordance with the rules of the
SEC, and includes voting or investment power with respect to the
securities.
(2)
For each person and group included in this table, percentage ownership
is calculated by dividing the number of shares beneficially owned by
such person or group by the sum of (1) 794,003,193 being the number of
ordinary shares outstanding as of May 23, 2011 and (2) the number of
ordinary shares underlying share options held by such person or group,
if any, that were exercisable within 60 days after May 23, 2011 or the
number of nonvested shares held by such person or group, if any, that
will fully vest within 60 days after May 23, 2011 or the number of
other securities of the company that such person or group otherwise
has the right to acquire, if any, within 60 days after May 23, 2011 by
option or through any other agreement.
(3)
On June 9, 2009, our subsidiary Leo Technology Limited, now renamed
798 Entertainment Limited, issued US$10 million aggregate principal
amount of 8% senior secured convertible promissory notes with a
maturity date of three years to IDG Funds, affiliates of IDGVC
Partners, a leading venture capital firm. The notes are convertible
into our ordinary shares or Leo Technology Limiteds ordinary shares
at the option of the note holders. According to the relevant investor
rights agreement, each of the IDG Funds chose to convert 62.5% of its
share of the principal amount of the notes into TechFaiths ordinary
shares, and the remaining 37.5% was converted into shares of 798
Entertainment Limited. As a result of the conversion, TechFaith issued
78,814,628 of TechFaiths ordinary shares to IDG Funds on September 8,
2010. Following this conversion, the IDG Funds exercised their
registration rights under the notes. represented by 5,254,309 ADSs
outstanding on a fully diluted basis.
(4)
In January 2010, we entered into an agreement to obtain control of
QIGI Technology in a stock-plus-cash transaction valued at
approximately US$13.1 million; the consideration for this transaction
is 65,934,066 of our ordinary shares, which share number is subject to
an earnings adjustment pending the audited net profit of QIGI
Technology for the years 2010 and 2011.
Table of Contents
Year ended December 31,
2009
2010
(In thousands of US$)
$
7
$
14
$
259
$
32
$
266
$
46
Table of Contents
Sales Price
High
Low
19.88
7.8
18.00
6.58
11.13
4.01
6.98
0.71
3.93
1.11
4.34
1.91
6.79
3.40
6.98
4.00
4.60
0.85
1.33
0.71
1.94
1.11
2.69
1.31
3.85
1.95
3.93
2.88
3.65
2.58
2.98
1.91
3.70
2.49
4.34
3.46
4.34
3.80
4.30
3.66
4.69
3.99
4.47
3.85
4.78
3.95
4.73
3.75
6.96
4.72
Table of Contents
(1)
The registered capital of the newly established subsidiary is RMB500 million. Techfaith
Hangzhou will invest RMB 245 million and hold 49% share interest; Techfaith Intelligent Handset
Beijing will invest by contributing land use right valued at approximately RMB 55 million and
hold 11% share interest; BEIID will invest RMB 200 million and hold 40% share interest. All
the capital injection shall be paid in four installments and be completed on or before April
30, 2013.
(2)
The board of the subsidiary consists of five members, of which two are nominated by
Techfaith Hangzhou, one is nominated by Techfaith Intelligent Handset Beijing, and the other
two are nominated by BEIID. Each board decision will be passed by approval from a simple
majority (more than 50% of the board members). Any decision to invest more than RMB 4 million
or any guaranttee, loan and assets disposal (through transfer or donation) to one beneficiary
in a fiscal year would require approval from two-thirds of the board. There are two
supervisors, to be nominated by each of Techfaith Intelligent Handset Beijing and BEIID and to
be approved by shareholders.
(3)
Profit distribution shall be approved by shareholders for each financial year according to
such shareholders share percentage in the newly established subsidiary.
Table of Contents
Table of Contents
at least 75% of its gross income is passive income (the income
test), or
at least 50% of the value of its assets (based on an average of the
quarterly values of the assets during a taxable year) is attributable
to assets that produce or are held for the production of passive
income (the asset test).
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Persons depositing or withdrawing shares must pay:
For:
Issuance of ADSs, including issuances resulting
from a distribution of shares or rights or other property
Cancellation of ADSs for the purpose of withdrawal,
including if the deposit agreement terminates
Any cash distribution to registered ADS holders
Distribution of securities distributed to holders
of deposited securities which are distributed by the
depositary to registered ADS holders
Depositary services
Cable, telex and facsimile transmissions (as
expressly provided in the deposit agreement)
Converting foreign currency to U.S. dollars
Transfer and registration of shares on our share
register to or from the name of the depositary or its
agent or the custodian or its nominee when you deposit or
withdraw shares
As necessary
for servicing the deposited securities
As necessary
Table of Contents
We have audited China Techfaith Wireless Communication Technology Limited (the Company), its subsidiaries,
variable interest entities and variable interest entitys subsidiarys (collectively the Group) internal control
over financial reporting as of December 31, 2010, based on criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Groups management is
responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Managements Annual Report on
Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Groups internal control
over financial reporting based on our audit.
60
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on that risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed by, or under the supervision of, the
companys principal executive and principal financial officers, or persons performing similar functions, and effected
by the companys board of directors, management, and other personnel to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A companys internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal
control over financial reporting to future periods are subject to the risk that the controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial
statements will not be prevented or detected on a timely basis. The material weakness has been identified and included
in managements assessment was related to the accounting personnel within the
financial accounting and reporting departments of the Group not having
sufficient U.S. GAAP knowledge and
experience in handling the accounting of complex and non-recurring transactions. This material weakness was considered
in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial
statements and financial statement schedule as of and for the year ended December 31, 2010, of the Group and this
report does not affect our report on such financial statements and financial statement schedule.
In our opinion, because of the effect of the material weakness identified above on the achievement of the objectives of
the control criteria, the Group has not maintained effective internal control over financial reporting as of December
31, 2010, based on the criteria established in Internal Control Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated financial statements and financial statement schedule as of and for the year ended December
31, 2010, of the Group and our report dated May 24, 2011 expressed an unqualified opinion on those financial statements
and financial statement schedule.
61
62
63
64
65
66
F - 1
F - 2
F - 3
F - 4
F - 5
F - 6
F - 7
F - 8
F - 9
F - 10
F - 11
F - 12
F - 13
F - 14
F - 15
F - 16
F - 17
F - 18
F - 19
F - 20
F - 21
F - 22
F - 23
F - 24
F - 25
F - 26
F - 27
F - 28
F - 29
F - 30
F - 31
F - 32
F - 33
F - 34
F - 35
F - 36
F - 37
F - 38
F - 39
F - 40
F - 41
F - 42
F - 43
F - 44
F - 45
F - 46
F - 47
F - 48
F - 49
F - 50
F - 51
F - 52
F - 53
F - 54
F - 55
F - 56
F - 57
F - 58
F - 59
F - 60
F - 61
F - 62
F - 63
(1)
the CFO to apply to become a member of Certified Public
Accountant association in the U.S.;
(2)
to provide ongoing training on U.S. GAAP and SEC
regulations for our senior accounting and financial personnel
to improve the capability of handling complex and non-recurring
transaction; and
(3)
to recruit additional financial personnel who have sufficient
relevant education and experience in U.S. GAAP, including those who are
Certified Public Accountants in the U.S., and to consult external qualified
consultant when there are complex non-recurring and complex transactions.
Table of Contents
Table of Contents
For the Year Ended December 31,
2009
2010
(In thousands of US$)
942
1,000
200
18
5
(1)
Audit fees means the aggregate fees billed in each of the fiscal
years listed for professional services rendered by our principal
auditors for the audit of our annual financial statements.
(2)
Audit-related fees means the aggregate fees billed in each of the
fiscal years listed for professional services rendered by our
principal auditors for the purpose of the filing of the Form F-3 and
related audit of our subsidiaries.
(3)
Tax fees means the aggregate fees billed in each of the fiscal years
listed for professional services rendered by the principal accountant
for tax compliance, tax advice, and tax planning.
Maximum
Number (or
Approximate
Total
Dollar
Number of
Value) of
ADSs
ADSs that
Purchased as
May
(a) Total
Average
Part of
Yet be
Number of
Price Paid
Publicly
Purchased
ADSs
Per
Announced
Under
Period
Purchased
ADS
Program(1)
the Program
61,200
3.2191
61,200
$
9,802,991
Table of Contents
Exhibit
Number
Document
1.1
2.1
2.2
2.3
2.4
2.5
Table of Contents
Exhibit
Number
Document
2.6
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
Table of Contents
Exhibit
Number
Document
4.14
*
4.15
*
4.16
*
4.17
*
8.1
*
11.1
12.1
*
12.2
*
13.1
*
13.2
*
15.1
*
15.2
*
*
Filed with this annual report on Form 20-F.
Table of Contents
CHINA TECHFAITH WIRELESS
COMMUNICATION TECHNOLOGY LIMITED
By:
/s/ Defu Dong
Name:
Defu Dong
Title:
Chief Executive Officer
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
Public Accounting Firm and
Consolidated Financial Statements
For the years ended December 31, 2008, 2009 and 2010
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
CONTENTS
PAGE
F - 1
F - 2
F - 4
F - 5
F - 6
F - 8
F - 59
Table of Contents
CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED
Beijing, the Peoples Republic of China
May 24, 2011
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
Year ended December 31,
2009
2010
(As restated)
140
290
18,029
46,729
34,406
13
16
113,657
139,495
(199
)
23,863
31,098
10,993
16,679
53,943
76,097
202,270
263,385
1,668
6,162
203,938
269,547
$
250,667
$
303,953
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
Year ended December 31,
2008
2009
2010
(As restated)
$
208,850
$
210,588
$
222,549
38,462
488
10,866
208,850
211,076
271,877
(167,685
)
(172,801
)
(180,517
)
(22,066
)
(64
)
(2,202
)
(167,685
)
(172,865
)
(204,785
)
41,165
38,211
67,092
(15,553
)
(9,600
)
(14,626
)
(18,195
)
(12,040
)
(11,613
)
(5,497
)
(3,241
)
(6,084
)
(880
)
(40,125
)
(24,881
)
(32,323
)
3,081
481
159
2,443
1,109
6,564
13,811
36,037
(47
)
(35
)
(1
)
1,616
667
882
142
(3,176
)
(22
)
115
(101
)
(5,270
)
1,280
(855
)
(84
)
(123
)
7,256
6,028
38,116
93
(3,642
)
(9,458
)
7,349
2,386
28,658
652
2,028
(818
)
$
8,001
$
4,414
$
27,840
$
0.01
$
0.01
$
0.04
$
0.01
$
0.01
$
0.03
649,972,306
650,057,866
732,784,822
650,062,312
720,889,120
795,843,605
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
AND COMPREHENSIVE INCOME
Equity attributable to
Accumulated
China Techfaith Wireless
Additional
other
Communication
Com-
Ordinary shares
paid-in
Treasury
comprehensive
Statutory
Retained
Technology Limited
Noncontrolling
Total
prehensive
Number
Amount
capital
stock
income
reserve
earnings
Shareholders
Interests
equity
income
649,913,136
$
13
$
110,327
$
(4,628
)
$
13,629
$
6,813
$
45,708
$
171,862
$
1,807
$
173,669
(4,628
)
4,628
10,466
10,466
185
10,651
$
10,651
121,454
147
147
147
8,001
8,001
(652
)
7,349
7,349
1,729
(1,729
)
650,034,590
13
105,846
24,095
8,542
51,980
190,476
1,340
191,816
$
18,000
(199
)
(199
)
(199
)
77
77
77
$
77
121,455
20
20
20
4,414
4,414
(2,028
)
2,386
2,386
2,451
(2,451
)
7,791
(309
)
7,482
2,356
9,838
650,156,045
13
113,657
(199
)
23,863
10,993
53,943
202,270
1,668
203,938
$
2,463
65,934,066
1
12,834
12,835
12,835
(918,000
)
(199
)
199
78,814,628
2
13,202
13,204
3,546
16,750
7,235
7,235
130
7,365
$
7,365
16,454
1
1
1
27,840
27,840
818
28,658
28,658
5,686
(5,686
)
794,003,193
$
16
$
139,495
$
$
31,098
$
16,679
$
76,097
$
263,385
$
6,162
$
269,547
$
36,023
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
Year ended December 31,
2008
2009
2010
(As restated)
$
7,349
$
2,386
$
28,658
73
125
(479
)
880
794
377
616
648
409
2,186
1,067
365
341
2,996
2,081
8,204
6,103
4,213
2,769
855
84
123
147
20
1
5,270
(1,280
)
1
3,176
(1,536
)
2,385
(3,356
)
4,212
85
15,877
14,417
5,104
(4,836
)
(2,498
)
8,927
129
132
(163
)
(30
)
(27,747
)
1,140
(2,915
)
(3,198
)
(406
)
743
(2,423
)
(540
)
2,730
106
(993
)
(464
)
1,013
2,013
1,496
33,241
53,729
(13,389
)
(865
)
(3,888
)
116
47
57
(1,364
)
(490
)
(334
)
10,683
2,773
3,228
162
(11,409
)
(1,146
)
9,291
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
Year ended December 31,
2008
2009
2010
(As restated)
9,838
9,750
290
(199
)
19,389
290
4,085
134
4,682
(5,828
)
51,618
67,992
84,754
78,926
130,544
$
78,926
$
130,544
$
198,536
$
26
$
25
$
26
$
36
$
2,499
$
7,860
$
$
$
12,835
$
$
$
16,750
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
1.
Date of
Place of
Percentage of
Subsidiaries
incorporation/acquisition
incorporation
legal ownership
July 26, 2002
Peoples Republic of China
100
%
(the PRC)
July 8, 2003
British Virgin Islands
100
%
(the BVI)
August 8, 2003
BVI
100
%
September 5, 2003
PRC
67.8
%
October 15, 2003
BVI
67.8
%
November 20, 2003
PRC
100
%
December 29, 2003
Hong Kong
100
%
January 8, 2004
BVI
100
%
March 22, 2004
PRC
100
%
April 18, 2005
BVI
100
%
August 25, 2005
BVI
100
%
August 25, 2005
PRC
100
%
September 9, 2005
PRC
100
%
November 21, 2005
BVI
100
%
April 24, 2006
PRC
100
%
February 26, 2007
BVI
100
%
March 27, 2007
PRC
100
%
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
1.
Date of
Place of
Percentage of
Subsidiaries
incorporation/acquisition
incorporation
legal ownership
December 10, 2008
Hong Kong
100
%
August 13, 2009
Hong Kong
51
%
October 28, 2009
BVI
51
%
November 26, 2009
PRC
67.8
%
January 5, 2010
PRC
51
%
February 10, 2010
BVI
100
%
February 10, 2010
Hong Kong
100
%
February 10, 2010
PRC
100
%
March 17, 2006
Cayman Islands
70
%
May 26, 2006
PRC
70
%
May 14, 2009
PRC
nil
February 10, 2010
PRC
nil
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
1.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
1.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
1.
December 31,
2009
2010
$
7,090
$
30,958
$
456
$
2,730
Years ended December 31,
2008
2009
2010
$
155
$
740
$
44,120
$
(2,172
)
$
(127
)
$
11,708
Years ended December 31,
2008
2009
2010
$
(5,926
)
$
188
$
35,004
$
(5
)
$
(80
)
$
(473
)
$
$
$
2.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
2.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
2.
47 or 48 years
4 years
4 years
4 years
3-4 years
Shorter of the lease terms or 4 years
2-5 years
5 years
5 years
2 months
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
2.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
2.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
2.
(1)
(2)
(3)
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
2.
(1)
(2)
(3)
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
2.
(4)
Year ended December 31,
2008
2009
2010
$
1,672
$
1,733
$
377
1,067
365
341
(1,061
)
(1,720
)
(447
)
55
(1
)
6
$
1,733
$
377
$
277
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
2.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
2.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
2.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
2.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
2.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
2.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
3.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
3.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
3.
For the Year ended December 31, 2009
Previously
Increase
reported
(decrease)
Restated
$
210,588
$
$
210,588
488
488
211,076
211,076
(172,801
)
(172,801
)
(64
)
(64
)
(172,865
)
(172,865
)
38,211
38,211
(9,600
)
(9,600
)
(12,040
)
(12,040
)
(3,241
)
(3,241
)
(24,881
)
(24,881
)
481
481
13,811
13,811
(623
)
588
(35
)
667
667
(3,176
)
(3,176
)
115
115
(84
)
(84
)
(5,270
)
(5,270
)
8,616
(2,588
)
6,028
(3,642
)
(3,642
)
4,974
(2,588
)
2,386
1,363
665
2,028
$
6,337
$
(1,923
)
$
4,414
$
0.01
$
$
0.01
$
0.01
$
$
0.01
650,057,866
650,057,866
720,889,120
720,889,120
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
4.
$
500
12,835
(196
)
$
13,139
Amortization
period
$
11,183
20
0.1 year
680
5 years
1,670
Indefinite life
1,242
(170
)
(1,486
)
$
13,139
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
4.
Year ended December 31,
2009
2010
$
240,755
$
273,340
$
8,356
$
27,591
$
0.01
$
0.04
$
0.01
$
0.03
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
5.
December 31,
2009
2010
$
28,316
$
19,241
676
$
28,992
$
19,241
December 31,
2008
2009
2010
$
3,838
$
7,128
$
9,151
2,996
2,081
8,204
(62
)
(4,498
)
294
4
276
$
7,128
$
9,151
$
13,133
6.
December 31,
2009
2010
$
480
$
31
21,443
16,525
1,014
1,189
$
22,937
$
17,745
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
7.
December 31,
2009
2010
$
3,739
$
3,061
4,216
1,042
2,817
796
703
358
642
183
560
280
384
261
302
217
251
94
99
89
255
68
$
12,420
$
7,997
8.
December 31,
2009
2010
$
23,680
$
2,576
19,236
42,020
1,653
1,807
721
745
11,988
11,749
4,968
5,244
7,555
7,789
69,801
71,930
(25,219
)
(27,522
)
$
44,582
$
44,408
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
9.
December 31, 2009
December 31, 2010
Gross
Net
Gross
Net
carrying
Accumulated
carrying
carrying
Accumulated
carrying
amount
amortization
amount
amount
amortization
amount
$
2,593
$
(1,962
)
$
631
$
3,013
$
(2,453
)
$
560
15
(1
)
14
15
(5
)
10
680
(121
)
559
20
(20
)
2,608
(1,963
)
645
3,728
(2,599
)
1,129
1,670
1,670
$
2,608
$
(1,963
)
$
645
$
5,398
$
(2,599
)
$
2,799
$
415
384
181
138
11
$
1,129
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
10.
Brand name
ODP
phone sales
Total
$
606
$
606
$
606
$
606
$
606
$
606
$
1,242
$
1,242
$
606
$
1,242
$
1,848
11.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
12.
13.
December 31,
2009
2010
$
$
2,773
1,840
2,141
931
2,113
752
1,356
1,116
1,157
1,076
870
416
647
988
495
59
394
481
391
377
277
149
210
218
152
799
824
839
$
10,026
$
13,815
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
14.
15.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
15.
Subsidiaries and VIEs subsidiary
2008
2009
2010
2011
2012
7.5
%
15.0
%
15.0
%
15.0
%
15.0
%
0.0
%
7.5
%
7.5
%
7.5
%
15.0
%
9.0
%
10.0
%
15.0
%
15.0
%
15.0
%
0.0
%
0.0
%
11.0
%
12.0
%
12.5
%
0.0
%
12.5
%
12.5
%
12.5
%
25.0
%
0.0
%
0.0
%
12.5
%
12.5
%
12.5
%
(1)
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
15.
Year ended December 31,
2008
2009
2010
$
36
$
3,513
$
9,651
(129
)
129
(193
)
$
(93
)
$
3,642
$
9,458
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
15.
Year ended December 31,
2009
2010
$
190
$
361
32
32
1,077
723
337
460
(1,636
)
(1,413
)
$
$
163
$
691
$
405
8,894
8,685
(9,585
)
(9,090
)
$
$
Year ended December 31,
2009
2010
$
$
140
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
15.
Year ended December 31,
2008
2009
2010
(As restated)
$
7,256
$
6,028
$
38,116
1,814
1,507
9,529
1,294
153
2,428
(5,448
)
(2,825
)
(3,629
)
2,235
2,493
1,848
12
2,314
(718
)
$
(93
)
$
3,642
$
9,458
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
16.
$
1,173
84
1,257
123
$
1,380
17.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
17.
(i)
(ii)
a.
b.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
17.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
17.
December 31,
2009
2010
(As restated)
$
(10,000
)
10,000
(18,029
)
$
(18,029
)
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
18.
(a)
(i)
(ii)
(iii)
December 31, 2009
Quoted price
in active
Significant
markets
other
Significant
for identical
observable
unobservable
investments
inputs
inputs
Level 1
Level 2
Level 3
Total
$
$
$
1,257
$
1,257
$
$
$
18,029
$
18,029
$
$
$
19,286
$
19,286
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
18.
(a)
December 31, 2010
Quoted price
in active
Significant
markets
other
Significant
for identical
observable
unobservable
investments
inputs
inputs
Level 1
Level 2
Level 3
Total
$
$
$
89
$
89
$
$
$
89
$
89
$
$
$
1,380
$
1,380
$
$
$
1,380
$
1,380
$
196
(107
)
$
89
$
1,173
84
12,759
5,270
19,286
123
(1,280
)
(16,749
)
$
1,380
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
18.
(b)
19.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
19.
Number of
nonvested shares
$
16,454
(16,454
)
$
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
20.
21.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
22.
Year ended December 31,
2008
2009
2010
$
17,031
$
3,479
$
10,662
2,373
1,154
125
$
19,404
$
4,633
$
10,787
Year ended December 31,
2008
2009
2010
$
18,805
$
833
$
838
21
$
18,805
$
833
$
859
December 31,
2009
2010
$
9,941
$
8,061
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
22.
December 31,
2009
2010
$
7
$
14
259
32
$
266
$
46
23.
Year ended December 31,
2008
2009
2010
$
208,850
$
210,588
$
222,549
38,462
488
10,866
208,850
211,076
271,877
(167,685
)
(172,801
)
(180,517
)
(22,066
)
(64
)
(2,202
)
(167,685
)
(172,865
)
(204,785
)
$
41,165
$
38,211
$
67,092
1
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
23.
Year ended December 31,
2009
2010
$
184,863
$
208,131
31,675
21,574
19,703
44,230
44,444
$
250,667
$
303,953
$
44,230
$
44,444
Year ended December 31,
2008
2009
2010
$
2,194
$
733
$
3,254
334
953
12,559
288
75
$
14,753
$
1,355
$
4,282
Year ended December 31,
2008
2009
2010
$
189,727
$
206,106
$
219,037
16,863
2,335
1,752
2,260
2,147
1,760
208,850
210,588
222,549
38,462
470
5,625
5,097
103
18
41
488
10,866
$
208,850
$
211,076
$
271,877
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
23.
Year ended December 31,
2008
2009
2010
$
157,411
$
192,644
$
257,044
51,439
18,432
14,833
$
208,850
$
211,076
$
271,877
24.
(a)
(b)
(c)
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
25.
Net revenues
Year ended December 31,
2008
2009
2010
N/A
N/A
11.4
%
N/A
N/A
10.9
%
12.3
%
N/A
N/A
N/A
14.1
%
N/A
N/A
10.1
%
N/A
N/A
10.0
%
N/A
12.3
%
34.2
%
22.3
%
Accounts receivable
As of December 31,
2009
2010
N/A
34.5
%
16.7
%
12.7
%
N/A
10.6
%
18.3
%
N/A
35.0
%
57.8
%
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
26.
Year ended December 31,
2008
2009
2010
(As restated)
$
8,001
$
4,414
$
27,840
1
(1,280
)
$
8,001
$
4,414
$
26,561
649,972,306
650,057,866
732,784,822
90,006
6,054
7,080
70,825,200
63,051,703
650,062,312
720,889,120
795,843,605
$
0.01
$
0.01
$
0.04
$
0.01
$
0.01
$
0.03
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
27.
28.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
29.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
29.
30.
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY (CONTINUED)
CONDENSED STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
Years ended December 31,
2008
2009
2010
(As restated)
$
$
$
(250
)
(84
)
(177
)
(250
)
(84
)
(177
)
(250
)
(84
)
(177
)
346
1
8,760
4,581
28,247
(855
)
(84
)
(123
)
(107
)
8,001
4,414
27,840
$
8,001
$
4,414
$
27,840
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY (CONTINUED)
STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
Accumulated
Total
Additional
other
share
Com-
Ordinary shares
paid-in
Treasury
comprehensive
Retained
holders
prehensive
Number
Amount
capital
stock
income
earnings
equity
income
649,913,136
$
13
$
110,327
$
(4,628
)
$
13,629
$
52,521
$
171,862
(4,628
)
4,628
10,466
10,466
$
10,466
121,454
147
147
8,001
8,001
8,001
650,034,590
13
105,846
24,095
60,522
190,476
$
18,467
(199
)
(199
)
77
77
$
77
121,455
20
20
7,791
(309
)
7,482
4,414
4,414
4,414
650,156,045
13
113,657
(199
)
23,863
64,936
202,270
$
4,491
65,934,066
1
12,834
12,835
(918,000
)
(199
)
199
78,814,628
2
13,202
13,204
7,235
7,235
$
7,235
16,454
1
1
27,840
27,840
27,840
794,003,193
$
16
$
139,495
$
31,098
$
92,776
$
263,385
$
35,075
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY (CONTINUED)
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
Years ended December 31,
2008
2009
2010
(As restated)
$
8,001
$
4,414
$
27,840
147
20
1
855
84
123
(8,768
)
(4,598
)
(21,997
)
(17,646
)
(4,780
)
(6,190
)
28
71
48
6
4
99
(17,377
)
(4,785
)
(76
)
(500
)
(500
)
(199
)
(199
)
(17,377
)
(4,984
)
(576
)
23,010
5,633
649
$
5,633
$
649
$
73
Table of Contents
COMMUNICATION TECHNOLOGY LIMITED
1.
2.
3.
1. | PURCHASE AND SALE OF SHARES. | |
1.1 | Sale and Issuance of Share . |
1
1.2 | Closing; Delivery. |
(a) | The purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, on a date specified by the Parties, or at such other time and place as the Company and the Purchaser mutually agree upon, which date shall be no later than five (5) Business Days after the satisfaction or waiver of each condition to the Closing set forth in Section 2 and Section 3 (other than conditions that by their nature ate to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) (which time and place are designated as the Closing ) |
(b) | At the Closing, the Company shall cause its register of members to be updated to reflect the Shares purchased by the Purchaser and deliver a copy of such updated share register certified by the Companys registered agent to the Purchaser. |
(c) | At the Closing, the Purchaser shall deposit the Purchase Price as indicated on Schedule 1 by wire transfer of immediately available U S dollar hunds into a bank account of the Company acceptable to the Purchaser. All bank charges and related expenses for remittance and receipt of funds shall be for the account of the Company. |
(d) | Within five (5) Business Days after the Closing, the Company shall deliver to the Purchaser one or more certificates representing the Shares being purchased by the Purchaser hereunder at the Closing as set forth on Schedule 1 . |
1.3 | Use of Proceeds. |
1.4 | Termination of Agreement. |
(a) | at the election of the Purchaser on or after March 31, 2010, if the Closing shall not have occurred on or before such date unless such date is extended by the mutual written consent of the Company and the Purchaser, provided that: (i) the Purchaser is not in material default of any of their obligations hereunder, and (ii) the right to terminate this Agreement pursuant to this Section 1.4(a) shall not be available to the Purchaser if its breach of any provision of this Agreement has been the cause of, or resulted, directly or indirectly, in, the failure of the Closing to be consummated by March 31, 2010; |
(b) | by mutual written consent of Company and the Purchaser as evidenced in writing signed by each of the Company and the Purchaser; |
(c) | by the Purchaser in the event of any breach or violation of any representation or warranty, covenant or agreement contained herein or in any of the other Transaction Documents by any Warrantor that is not cured or curable within ten (10) Business Days of written notice; |
2
(d) | by the Purchaser if any event, circumstance or change shall have occurred that, individually or in the aggregate with one or more other events, circumstances or changes, have had or reasonably could be expected to have a Material Adverse Effect on the Company or any other Group Company; or |
(e) | by the Company in the event of any breach or violation of any representation or warranty, covenant or agreement contained herein or in any of the other Transaction Documents by the Purchaser with respect to such Purchaser that is not cured or curable within ten (10) Business Days of written notice. |
1.5 | Effect of Termination. |
2. | CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER AT CLOSING. |
2.1 | Completion of Due Diligence. |
2.2 | Material Adverse Effect. |
2.3 | Proceedings and Documents. |
3
2.4 | Authorizations. |
2.5 | Business Plan. |
2.6 | Representations and Warranties. |
2.7 | Restated Articles. |
2.8 | Shareholders Agreement. |
2.9 | Letters of Commitment and Non-Compete. |
4
2.10 | Board of Directors. |
2.11 | Employment Agreements. |
2.12 | Proprietary Information and Inventions Assignment Agreements. |
2.13 | Compliance Certificates. |
2.14 | Indemnification Agreement. |
2.15 | Management Rights Letter. |
2.16 | Compliance with Circular 75. |
5
2.17 | WFOE; Documentation for the Restructuring. |
2.18 | Intellectual Property Assignment. |
3. | CONDITIONS OF THE OBLIGATIONS OF THE COMPANY AT CLOSING. |
3.1 | Representations and Warranties. |
3.2 | Performance. |
3.3 | Qualifications. |
3.4 | Shareholders Agreement. |
6
4. | REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS. |
5. | REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. |
6. | UNDERTAKINGS. |
6.1 | Ordinary Course of Business. |
6.2 | Exclusivity. |
7
6.3 | Regulatory Filings. |
6.4 | Use of Purchasers Name or Logo. |
7. | CURE OF BREACHES; INDEMNITY. |
7.1 | In the event of (a) any breach or violation of or inaccuracy or misrepresentation in, any representation or warranty made by the Warrantors contained herein or any of the other Transaction Documents or (b) any breach or violation of any covenant or agreement contained herein or any of the other Transaction Documents (each of (a) or (b), a Breach , the Key Holders shall, jointly and severally, or cause the other Warrantors to, cure such Breach (to the extent that such Breach is curable) to the satisfaction of the Purchaser (it being understood that any cure shall be without recourse to cash or assets of any Group Companies). Notwithstanding the foregoing, the Key Holders shall also, jointly and severally, indemnify the Purchaser and its respective Affiliates, limited partners, members, stockholders, employees, agents and representatives (each, an Indemnitee ) for any and all losses, liabilities, damages, liens, claims, obligations, penalties, settlements, deficiencies, costs and expenses, including without limitation reasonable advisors fees and other reasonable expenses of investigation, defense and resolution of any Breach paid, suffered, sustained or incurred by the Indemnitees (each, an Indemnifiable Loss ), resulting from, or arising out of or due to, directly or indirectly, any Breach. |
8
7.2 | Notwithstanding the foregoing, the Key Holders shall, jointly and severally, indemnify and keep indemnified the Indemnitees at all times and hold them harmless against any and all Indemnifiable Losses resulting from, or arising out of or due to, directly or indirectly, any claim for tax which has been made or may hereafter be made against any Group Company wholly or partly in respect of or in consequence of any event occurring or any income, profits or gains earned, accrued or received by such Group Company on or before the Closing and any reasonable costs, fees or expenses incurred and other liabilities which such Group Company may properly incur in connection with the investigation, assessment or the contesting of any claim, the settlement of any claim for tax, any legal proceedings in which any Group Company claims for tax and in which an arbitration award or judgment is given for such Group Company and the enforcement of any such arbitration award or judgment whether or not such tax is chargeable against or attributable to any other person, provided , however, that the Key Holders shall be under no liability in respect of taxation: |
(a) | that is promptly cured without recourse to cash or other assets of any Group Company; |
(b) | to the extent that provision, reserve or allowance has been made for such tax in the audited consolidated financial statement of the Company; |
(c) | if it has arisen in and relates to the ordinary course of business of the Group Companies; |
(d) | to the extent that the liability arises as a result only of a provision or reserve in respect of the liability made in the Financial Statement being insufficient by reason of any increase in rates of tax announced after the Closing with retrospective effect; and |
(e) | to the extent that the liability arises as a result of legislation which comes into force after the Closing and which is retrospective in effect. |
7.3 | In the event that an Indemnitee suffers an Indemnifiable Loss as provided in Section 7.1 or 7.2 and the Key Holders are either unwilling or unable to fulfill their obligations under Section 7.1 or 7.2 to indemnify the Indemnitees for the full amount of such Indemnifiable Loss within sixty (60) days of receipt of written notice thereof from the Purchaser, then the Company (or any other Warrantor selected by a majority in interest of the Indemnitees) shall indemnify the Indemnitees such that the Indemnitees shall receive the full amount of such Indemnifiable Loss. Any indemnification provided by the Warrantors other than the Key Holders pursuant to this Section 7.3 shall not prejudice or otherwise affect the right of the Indemnitees to seek indemnification from the Key Holders pursuant to Section 7.1 or 7.2 ; provided, however, that to the extent the Indemnitees are able to recover any Indemnifiable Loss fiom the Key Holders, the Warrantors other than the Key Holders shall not be obligated to indemnify the Indemnitees with respect to such amount. |
7.4 | If the Purchaser or other Indemnitee believes that it has a claim that may give rise to an obligation of any Wanantor pursuant to this Section 7 , it shall give prompt notice thereof to the Warrantors stating specifically the basis on which such claim is being made, the material facts related thereto, and the amount of the claim asserted. In the event of a third party claim against an Indemnitee for which such Indemnitee seeks indemnification from the Warrantors pursuant to this Section 7 , no settlement shall be deemed conclusive with respect to whether there was an Indemnifiable Loss or the amount of such Indemnifiable Loss unless such settlement is consented to by one Key Holder acting on behalf of the other Key Holders, which shall not be unreasonably withheld. Any dispute related to this Section 7 shall be resolved pursuant to Section 8.15 of this Agreement. |
7.5 | This Section 7 shall not be deemed to preclude or otherwise limit the Purchaser in any way the exercise of any other rights or pursuit of other remedies for any breach of this Agreement or any other Transaction Documents. |
9
8. | MISCELLANEOUS. |
8.1 | Survival of Warranties. |
8.2 | Confidentiality. |
(a) | Disclosure of Terms . The terms and conditions of this Agreement, any term sheet or memorandum of understanding entered into pursuant to the transactions contemplated hereby, all exhibits and schedules attached hereto and thereto, and the transactions contemplated hereby and thereby (collectively, the Transaction Terms ), including their existence, shall be considered confidential information and shall not be disclosed by any Party hereto to any third party except as permitted in accordance with the provisions set forth below. |
(b) | Permitted Disclosures . Notwithstanding the foregoing, the Company may disclose the transaction terms to its current shareholders, employees, bankers, lenders, accountants and legal counsels, in each case only where such persons or entities are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 8.2 , or to any person or entity to which disclosure is approved in writing by the Purchaser, which such approval is not to be unreasonably withheld. The Purchaser may disclose (x) the existence of the investment and the Transaction Terms to any Affiliate, partner, limited partner, former partner, potential partner or potential limited partner of the Purchaser or other third patties and (y) the fact of the investment to the public, in each case as it deems appropriate in its sole discretion. Any Party hereto may also provide disclosure in order to comply with applicable Laws, as set forth in Section 8.2(c) below. |
(c) | Legally Compelled Disclosure . In the event that any Party is requested or becomes legally compelled (including without limitation, pursuant to any applicable tax, securities, or other Laws and regulations of any jurisdiction) to disclose the existence of this Agreement or content of any of the Transaction Terms, such Party (the Disclosing Party ) shall provide the other Parties with prompt written notice of that fact and shall consult with the other Patties regarding such disclosure. At the request of another Party, the Disclosing Party shall, to the extent reasonably possible and with the cooperation and reasonable efforts of the other Parties, seek a protective order, confidential treatment or other appropriate remedy. In any event, the Disclosing Party shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. |
10
(d) | Other Exceptions. Notwithstanding any other provision of this Section 8.2 , the confidentiality obligations of the Parties shall not apply to: (i) information which a restricted Party learns from a third party having the right to make the disclosure, provided the restricted Party complies with any restrictions imposed by the third party; (ii) information which is rightfully in the restricted Partys possession prior to the time of disclosure by the protected Party and not acquired by the restricted Patty under a confidentiality obligation; or (iii) information which enters the public domain without breach of confidentiality by the restricted Party. |
(e) | Press Releases, Etc . No announcements regarding the Purchasers investment in the Company may be made by any Party hereto in any press conference, professional or trade publication, marketing materials or otherwise to the public without the prior written consent of the Purchaser. |
(f) | Other Information . The provisions of this Section 8.2 shall terminate and supersede the provisions of any separate nondisclosure agreement executed by any of the Parties with respect to the transactions contemplated hereby |
8.3 | Transfer, Successors and Assigns. |
8.4 | Governing Law. |
8.5 | Counterparts; Facsimile. |
8.6 | Titles and Subtitles. |
8.7 | Notices. |
11
8.8 | No Finders Fees. |
8.9 | Fees and Expenses. |
(a) | The Company shall pay all of its own costs and expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby. |
(b) | The Company shall pay the legal costs and expenses incurred or to be incurred by the Purchaser, up to US$50,000 plus taxes and disbursements, including all reasonable costs and expenses in conducting legal due diligence investigations on the Group Companies and in preparing, negotiating and executing all documentation by the outside legal counsel of the Purchaser, which may be deducted at the Purchaser election at Closing from the cash consideration payable by the Purchaser. |
(c) | In the event that the Closing does not proceed as a result of a termination by the Purchaser in accordance with Section 1.4(a) , (c) or (d) , the Company shall bear all the legal costs and expenses incurred by or on behalf of the Purchaser in the preparation of the agreements(s) and all other documents. |
8.10 | Attorneys Fees. |
8.11 | Amendments and Waivers. |
12
8.12 | Severability. |
8.13 | Delays or Omissions. |
8.14 | Entire Agreement. |
8.15 | Dispute Resolution. |
(a) | Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall first be subject to resolution through consultation of the parties to such dispute, controversy or claim. Such consultation shall begin within seven (7) days after one Party hereto has delivered to the other Parties involved a written request for such consultation. If within thirty (30) days following the commencement of such consultation the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of any Party with notice to the other Parties. |
(b) | The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the HKIA C) There shall be three arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (.30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list. The Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice Law in Hong Kong. If either party to the arbitration does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the HKIAC. |
13
(c) | The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the Arbitration Rules of the HKIAC in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 8.15 , including the provisions concerning the appointment of arbitrators, the provisions of this Section 8.15 shall prevail. |
(d) | The arbitrators shall decide any dispute submitted by the parties to the arbitration strictly in accordance with the substantive Law of Hong Kong and shall not apply any other substantive law. |
(e) | Each Party hereto shall cooperate with any party to the dispute in making full disclosure of and providing complete access to all information and documents requested by such party in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on the Party receiving the request. |
(f) | The award of the arbitration tribunal shall be final and binding upon the disputing parties, and any party to the dispute may apply to a court of competent jurisdiction for enforcement of such award. |
(g) | Any party to the dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. |
8.16 | No Commitment for Additional Financing. |
14
8.17 | Rights Cumulative. |
8.18 | No Waiver. |
8.19 | No Presumption. |
8.20 | Third Party Beneficiaries. |
15
By: | /s/ XU Enhai | |||
Name: | XU Enhai | |||
Capacity: Director |
By: | /s/ XU Enhai | |||
Name: | XU Enhai | |||
Capacity: Director |
16
By: | /s/ XU Enhai | |||
Name: | XU Enhai | |||
Capacity: Board Chairman |
17
By: | /s/ XU Enhai | |||
Name: | XU Enhai | |||
Capacity: Board Chairman |
18
By: | /s/ XU Enhai | |||
Name: | XU Enhai | |||
Capacity: Director |
By: | /s/ XU Enhai |
By: | /s/ HAN Deling |
19
By: | /s/ Dong Defu | |||
Name: | DONG Defu | |||
Capacity: Director |
20
Schedules | ||
|
||
Schedule 1
|
Schedule of Purchaser | |
|
||
Schedule 2
|
Schedule of Key Holders | |
|
||
Schedule 3
|
Definitions | |
|
||
Schedule 4
|
Schedule of Key Employees | |
|
||
Schedule 5
|
Representations and Warranties of the Warrantors | |
|
||
Schedule 6
|
Disclosure Schedule | |
|
||
Schedule 7
|
Representations and Warranties of the Purchaser | |
|
||
Schedule 8
|
Capitalization Table |
Exhibits | ||
|
||
Exhibit A-1
|
Plan of Restructuring | |
|
||
Exhibit A-2
|
Control Documents | |
|
||
Exhibit B
|
Form of Restated Articles | |
|
||
Exhibit C
|
Shareholders Agreement | |
|
||
Exhibit D
|
Letter of Commitment and Non-Compete | |
|
||
Exhibit E
|
Form of Employment Agreement | |
|
||
Exhibit F
|
Form of Compliance Certificates | |
|
||
Exhibit G
|
Form of Indemnification Agreement | |
|
||
Exhibit H
|
Form of Management Rights Letter | |
|
||
Exhibit I
|
Form of Intellectual Property Assignment Agreement |
21
Purchaser | Purchase Price | Number of Shares | ||||||
CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED
|
US$ | 500,000 | 4 | |||||
Address for Notices:
|
| | ||||||
P. O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands
|
22
Name | Addresses and Fax No. for Notice | |
ACTIVE CENTURY HOLDINGS LIMITED
|
Address: PO. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
Facsimile: (8610) 6263-8372 |
|
XU, ENHAI
|
Address: No. 2399 Liaoning Road, Chaoyang District, Changchun City, Jilin Province, PRC
Facsimile: (8610) 6263-8372 |
|
HAN, DELING
|
Address: 402 Hu, Unit 4, No 2 Building, No. 49 Dunhua Road, Shibei District, Qingdao City, Shandong Province, PRC
Facsimile: (8610) 6263-8372 |
23
24
25
26
27
NAME: | ID Number | |
XU Enhai
|
220224197109224214 | |
KE Zhonghui
|
341021197807242418 | |
RAO Xiaobo
|
6012219701216721X |
28
9. | Organization, Good Standing, Corporate Power and Qualification. |
10. | Capitalization of the Company. |
10.1 | 49,000 Ordinary Shares and 1,000 Class B Ordinary Shares, of which 96 Ordinary Shares are issued and outstanding, immediately prior to the Closing. All of the outstanding Ordinary Shares have been duly authorized, are fully paid and non-assessable and were issued in compliance with all applicable securities laws. The Company holds no treasury shares. |
10.2 | Schedule 8 sets forth the capitalization of the Company immediately following the Closing including the number of shares of the following: (i) issued and outstanding Ordinary Shares and Class B Ordinary Shares, and (ii) warrants or stock purchase rights, if any. Except for the rights provided in the Shareholders Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any Ordinary Share or any securities convertible into or exchangeable for Ordinary Share. |
10.3 | The Company is the sole legal and beneficial owner of one hundred percent (100%) of the equity interest of the HK Co. The HK Co is the sole legal and beneficial owner of one hundred percent (100%) of the equity interest of the WFOE. |
10.4 | The Founders and the Founder Holdco are the sole legal and beneficial owners of the Ordinary Shares of the Company. |
11. | Subsidiaries. |
29
12. | Authorization. |
13. | Valid Issuance of Shares. |
13.1 | The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the this agreement, the Shareholders Agreement, applicable securities laws and liens or encumbrances created by or imposed by the Purchaser. Subject in part to the accuracy of the representations of the Purchaser in Schedule 7 of this Agreement, the Shares will be issued in compliance with all applicable securities laws. Immediately following the Closing, the Purchaser will be the sole legal and beneficial owner of; and will have good and marketable title to the Shares. |
13.2 | All presently outstanding Ordinary Shares of the Company were duly and validly issued, fully paid and non-assessable, and are free and clear of any liens and free of restrictions on transfer (except for any restrictions on transfer under applicable securities laws) and have been issued in compliance in all material respects with the requirements of all applicable securities laws and regulations, including, to the extent applicable, the Securities Act. |
30
14. | Governmental Consents and Filings. |
15. | Litigation. |
16. | Intellectual Property. |
16.1 | Each Group Company owns or possesses sufficient legal tights to (i) all trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and proprietary rights and processes and (ii) to the Warrantors knowledge, all patents and patent rights, as are necessary to the conduct of such Group Companys business as now conducted and as presently proposed to be conducted, without any known conflict with, or infringement of, the rights of others. Section 8.1 of the Disclosure Schedule contains a complete and accurate list of all Intellectual Property owned, licensed to or used by each Group Company, whether registered or not, and a complete and accurate list of all licenses granted by such Group Company to any third party with respect to any Intellectual Property. No product or service marketed or sold (or proposed to be marketed or sold) by any Group Company violates or will violate any license or infringe any intellectual property rights of any other party. |
16.2 | No Group Company has received any communications alleging that any Group Company has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights or processes of any other person or entity. Except as set forth in Section 8.2 of the Disclosure Schedule , each Group Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with such Group Companys business. To the Warrantors knowledge, it will not be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by a Group Company. Each Employee has assigned to the Group Companies all intellectual property rights he or she owns that are related to the Group Companies business as now conducted. |
31
16.3 | Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the foregoing, nor is any Group Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. |
16.4 | No proceedings or claims in which any Group Company alleges that any person is infringing upon, or otherwise violating, its Intellectual Property rights are pending, and none has been served, instituted or asserted by any Group Company. |
16.5 | None of the employees of any Group Company or the Founders is obligated under any Contract (including a Contract of employment), or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Company Group, or that would conflict with the business of any Group Company as presently conducted. To the knowledge of the Warrantors, it will not be necessary to utilize in the course of the any Group Companys business operations any inventions of any of the employees of any Group Company made prior to their employment by the such Group Company, except for inventions that have been validly and properly assigned or licensed to such Group Company as of the date hereof. |
16.6 | Each Group Company has taken all security measures that in the judgment of such Person are commercially prudent in order to protect the secrecy, confidentiality, and value of its material Intellectual Property. |
16.7 | No Public Software (as defined below) forms part of the any product or service provided by any the Group Company ( GC Product or Service ) and no Public Software was or is used in connection with the development of any GC Product or Service or is incorporated into, in whole or in part, or has been distributed with, in whole or in part, any GC Product or Service. As used in this Section 8.7 , Public Software means any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software (as defined by the Free Software Foundation), open source software (e.g., Linux or software distributed under any license approved by the Open Source Initiative as set forth www opensource.org) or similar licensing or distribution models which require the distribution or making available of source code as well as object code of the software to licensees without charge (except for the cost of the medium) and (b) the right of the licensee to modify the software and redistribute both the modified and unmodified versions of the software, including software licensed or distributed under any of the following licenses: (i) GNUs General Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the Artistic License (e g , PERL); (iii) the Mozilla Public License; (iv) the Netscape Public License; (v) the BSD License; or (vi) the Apache License. |
32
17. | Compliance with Other Instruments. |
18. | Agreements; Actions. |
18.1 | Save for the agreements set out in Section 10.1 of the Disclosure Schedule (the Material Agreements ) and the Transaction Documents, there are no other agreements, understandings, instruments, contracts or proposed transactions entered into during the period from January 1, 2009, and September. 30, 2009, to which any Group Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of or payments to, any Group Company in excess of US$10,000 per annum or in excess of US$25,000 in the aggregate, (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from any Group Company, other than from or to another Group Company or from a Key Holder to a Group Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect any Group Companys exclusive tight to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by any Group Company with respect to infringements of proprietary rights. All the Material Agreements are valid, binding and enforceable obligations of the patties thereto and the terms thereof have been complied with by the relevant Group Company, and to the knowledge of the Warrantors, by all the other parties thereto. There are to the knowledge of the Warrantors, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreement. |
33
18.2 | Save as set out in Section 10.2 of the Disclosure Schedule , the Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class of its share capital, and no Group Company has (i) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$10,000 or in excess of US$25,000 in the aggregate, (ii) made any loans or advances to any person, other than ordinary advances for travel expenses and trade receivables in the ordinary course of business, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreement. For the purposes of Sections 10.1 and 10.2 of this Schedule 5 all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. |
18.3 | No Group Company is a guarantor or indemnitor of any indebtedness of any other person, firm or corporation that is not a Group Company. |
18.4 | Save as set out in Section 10.4 of the Disclosure Schedule or in connection with this Agreement and the other Transaction Documents, no Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Companys assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or person. |
19. | Conflict of Interest. |
19.1 | Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, and (iii) the purchase of the Companys share capital in accordance with applicable law, in each instance, disclosed in Section 11.1 of the Disclosure Schedule , there are no agreements, understandings or proposed transactions between any Group Company and any of its officers, directors, consultants or Employees, or any Affiliate thereof, respectively. |
19.2 | No Group Company is indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses. None of the Group Companies directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing (i) are, directly or indirectly, indebted to any Group Company or, (ii) to the Warrantors knowledge, have any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which any Group Company has a business relationship, or any firm or corporation which competes with any Group Company except that directors, officers or employees or shareholders of the Company may own shares in (but not exceeding one percent (1%) of the outstanding shares of) publicly traded companies that may compete with any Group Company. To the Warrantors knowledge, none of the Group Companies employees or directors or any members of their immediate families or any Affiliate of any of the foregoing are, directly or indirectly, interested in any contract with any Group Company. None of the directors or officers, or any members of their immediate families, has any material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of the Group Companies five (5) largest business relationship partners, service providers, joint venture partners, licensees and competitors. |
34
19.3 | Except for the Group Companies and the entities set forth in Section 11.3 of Disclosure Schedule , there are no corporations, partnerships, trusts, joint ventures, limited liability companies or other business entities in which any Key Holder owns or controls, directly or indirectly, 10% or more of the outstanding voting interests. |
20. | Rights of Registration and Voting Rights. |
21. | Absence of Liens. |
22. | Financial Statements. |
35
23. | Changes. |
(a) | any change in the assets, liabilities, financial condition or operating results of any Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect on a Group Company; |
(b) | any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect on a Group Company; |
(c) | any waiver or compromise by any Group Company of a valuable right or of a material debt owed to it; |
(d) | any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by any Group Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; |
(e) | any material change to a material contract or agreement by which any Group Company or any of its assets is bound or subject; |
(f) | any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder; |
(g) | any resignation or termination of employment of any officer or Employee of any Group Company; |
(h) | any mortgage, pledge, transfer of a security interest in, or lien, created by any Group Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair such Companys ownership or use of such property or assets; |
(i) | any dividend, loans or guarantees made by any Group Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; |
(j) | any declaration, setting aside or payment or other distribution in respect of any Group Companys share capital, or any direct or indirect redemption, purchase, or other acquisition of any of such shares by any Group Company; |
(k) | any sale, assignment or transfer of any Group Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; |
(l) | receipt of notice that there has been a loss of, or material order cancellation by, any major customer of any Group Company; |
36
(m) | to the Warrantors knowledge, any other event or condition of any character, other than events affecting the economy or the Companys industry generally, that could reasonably be expected to result in a Material Adverse Effect; or |
(n) | any arrangement or commitment by the Company to do any of the things described in this Section 15 . |
24. | Employee Matters. |
24.1 | Section 16.1 of the Disclosure Schedule sets forth a detailed description of all compensation, including salary, bonus, severance obligations and deferred compensation payable for each officer, employee, consultant and independent contractor of any Group Company who is anticipated to receive compensation in excess of US$50,000 for the fiscal year ending December 31, 2009. |
24.2 | To the Warrantors knowledge, no employee of any Group Company is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such employees ability to promote the interest of the Group Companies or that would conflict with the Group Companies business. Neither the execution or delivery of the Transaction Documents, nor the carrying on of the Companys business by the employees of the Group Companies, nor the conduct of the business as now conducted and as presently proposed to be conducted, will, to the Warrantors knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated. |
24.3 | No Group Company is delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors. Each Group Company has complied in all material respects with all applicable laws related to employment, including those related to wages, hours, worker classification, and collective bargaining, and the payment and withholding of taxes and other sums as required by law except where noncompliance with any applicable law would not result in a Material Adverse Effect. Each Group Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of such Group Company and is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of the foregoing. |
24.4 | To the Warrantors knowledge, no employee intends to terminate employment with any Group Company or is otherwise likely to become unavailable to continue as an employee, nor does any Group Company have a present intention to terminate the employment of any of the foregoing The employment of each employee of the Company is terminable at the will of the Company Except as set forth in Section 16.4 of the Disclosure Schedule or as required by law, upon termination of the employment of any such employees, no severance or other payments will become due. Except as set forth in Section 16.4 of the Disclosure Schedule , the Company has no policy, practice, plan, or program of paying severance pay or any form of severance compensation in connection with the termination of employment services. |
37
24.5 | The Company has not made any representations regarding equity incentives to any officer, employees, director or consultant that are inconsistent with the share amounts and terms set forth in the Companys board minutes. |
24.6 | Each former employee whose employment was terminated by the Company has entered into an agreement with the Company providing for the full release of any claims against the Company or any related party arising out of such employment. |
24.7 | Section 16.7 of the Disclosure Schedule sets forth each and every employee benefit plan maintained, established or sponsored by any Group Company, or in which any Group Company participates in or contributes to in any jurisdiction, including without limitation, the PRC (the Employee Benefit Plans ). Save as set out in Section 16.7 of the Disclosure Schedule , there is no other pension, retirement, profit-sharing, deferred compensation, bonus, incentive or other employee benefit program, arrangement, agreement or understanding to which any Group Company contributes, is bound, or under which any employees or former employees (or their beneficiaries) are eligible to participate or derive a benefit. Each Group Company has made all required contributions under all the Employee Benefit Plans including without limitation all contributions required to be made under the PRC social insurance and housing schemes, and has complied in all material respects with all applicable laws of any jurisdiction, in relation to the Employee Benefit Plans. |
24.8 | No Group Company is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Warrantors knowledge, has sought to represent any of the employees, representatives or agents of any Group Company. There is no strike or other labor dispute involving any Group Company pending, or to the Warrantors knowledge, threatened, which could have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving its employees. |
24.9 | To the Warrantors knowledge, none of the employees or directors of any Group Company during the previous three (3) years, has been (a) subject to voluntary or involuntary petition under any applicable bankruptcy laws or any state insolvency laws or the appointment of manager, a receiver or similar officer by a court for his business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) subject to any order, judgment, or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise imposing limits or conditions on his engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company; or (d) found by a court of competent jurisdiction in a civil action or by any relevant regulatory organization to have violated any applicable securities, commodities, or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated. |
38
25. | Tax Matters. |
25.1 | The provisions for taxes as shown on the balance sheet included in the Financial Statements are sufficient in all material respects for the payment of all accrued and unpaid applicable taxes of the Group Companies as of the date of each such balance sheet, whether or not assessed or disputed as of the date of each such balance sheet. Except as set forth in Section 17 of the Disclosure Schedule , there have been no extraordinary examinations or audits of any tax returns or reports by any applicable Governmental Authority. Except as set forth in Section 17 of the Disclosure Schedule , each Group Company has filed or caused to be filed on a timely basis all tax returns that are or were required to be filed (to the extent applicable), all such returns are correct and complete, and each Group Company has paid all taxes that have become due, or have reflected such taxes in accordance with the PRC GAAP as a reserve for taxes on the Financial Statements. There are in effect no waivers of applicable statutes of limitations with respect to taxes for any year. |
25.2 | No member of the Company Group is, nor expects to become, a passive foreign investment company ( PFIC ) as described in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the Code ). |
25.3 | No shareholder of any member of a Group Company, solely by virtue of its status as shareholder of such Group Company, have personal liability under local law for the debts and claims of such Group Company. There has been no communication from any tax authority relating to or affecting the tax classification of any member of the Company Group. |
26. | Insurance. |
27. | Confidential Information and Invention Assignment Agreements. |
28. | Governmental and Other Permits. |
39
29. | Corporate Documents. |
30. | Liabilities. |
31. | Compliance with Laws. |
31.1 | Except as set forth in Section 23.1 of the Disclosure Schedule , each Group Company is in material compliance with all applicable Laws applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets or properties. |
31.2 | Except as set forth in Section 23.2 of the Disclosure Schedule , no event has occurred and no circumstance exists that to the Warrantors knowledge (1) may constitute or result in a violation by any Group Company, or a failure on the part of any Group Company to comply with any Law, or (ii) may give rise to any obligation on the part of any Group Company to undertake, or to bear all or any portion of the cost of any remedial action of any nature, except for such violations or failures by a Group Company that, individually or in the aggregate, would not result in any Material Adverse Effect. |
31.3 | No Group Company has received any written notice from any Governmental Authority regarding (i) any actual, alleged or likely material violation of; or material failure to comply with, any Law, or (ii) any actual, alleged or likely material obligation on the part of any Group Company to undertake, or to bear all or any portion of the cost of any remedial action of any nature. |
31.4 | No Group Company, nor any director, agent, employee or any other person acting for or on behalf of any Group Company, has directly or indirectly (i) made any contribution, gift, bribe, payoff, influence payment, kickback, or any other fraudulent payment in any form, whether in money, property, or services to any public official or otherwise (A) to obtain favorable treatment in securing business for a Group Company, (B) to pay for favorable treatment for business secured, or (C) to obtain special concessions or for special concessions already obtained, for or in respect of any Group Company, in each case which would have been in violation of any applicable Law or (ii) established or maintained any fund or assets in which any Group Company shall have proprietary rights that have not been recorded in the books and records of a Group Company. |
40
31.5 | During the previous five (5) years, no Founder has been (i) subject to voluntary or involuntary petition under any applicable bankruptcy laws or any applicable insolvency law or the appointment of a manager, receiver, or similar officer by a court for his business or property; (ii) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offences); (iii) subject to any order, judgment, or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise imposing limits or conditions on his engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company; or (iv) found by a court of competent jurisdiction in a civil action or by any regulatory organization to have violated any applicable securities, commodities or unfair trade practices law whatsoever, which such judgment or finding has not been subsequently reversed, suspended, or vacated, |
32. | Disclosure; Projections. |
33. | Use of Proceeds Plan and Budget. |
34. | Entire Business. |
41
1.1 | This Disclosure Schedule forms an inseparable part of the Share Purchase Agreement (the Agreement ) relating to the subscription of Class B Ordinary Shares of CITYLEAD Limited, a company limited by shares duly incorporated and validly existing under the Laws of the British Virgin Islands (the Company ). Unless the context otherwise specifies, all capitalized terms used herein shall have the meanings given to such terms in the Agreement. |
1.2 | The purpose of this Disclosure Schedule is to disclose matters which may be relevant to and/or to qualify the representations and warranties made by certain parties contained in Schedule 5 of the Agreement (collectively, the Warranties and each, a Warranty ). |
1.3 | In the event that any inconsistency is revealed between any provision of the Agreement and any part of this Disclosure Schedule, this Disclosure Schedule shall prevail and shall be deemed to be the relevant disclosure. |
1.4 | The matters disclosed in this Disclosure Schedule be deemed to be representations and warranties under Schedule 5 of the Agreement. |
1.5 | Inclusion of any item in this Disclosure Schedule (i) does not represent a determination that such item is material or establish a standard of materiality; (ii) does not represent a determination that such item did not arise in the ordinary course of business; (iii) except as specifically set forth herein, does not represent a determination that the transactions contemplated in the Agreement require the consent of third parties. |
1.6 | The section numbers below correspond to the section numbers of the Warranties in the Schedule 5 of this Agreement; provided however, that any information disclosed herein under any section number shall be deemed-disclosed and incorporated into any other sections of this Disclosure Schedule to which there is an express cross-reference. |
42
Section Number | Specific Disclosure | |||||
Section 3 | nil | |||||
Section 8.1 | Trademark in the process of application: | |||||
1.
QiGi (Application date: 1-10-2008; Application number:
6501874; Category: 09)
|
||||||
2.
QIGI (piture) (Application date: 3-11-2009; Application
number: 7247382; Category: 09)
|
||||||
3.
i-mate (Application date: 9-27-2007; Application number:
6299651; Category: 09)
|
||||||
Domain names: | ||||||
1.
qigi.cc;
|
||||||
2.
bode cc
|
||||||
Section 8.2 | nil | |||||
Section 10.1
|
1. | Sales contract dated January 5, 2009, between the Domestic Company (hereinafter referred to as QiGI in this section of the Disclosure Schedule) and Henan Jielong Tongxing Technology Co., Ltd.; | ||||
|
2. | Sales contract dated January 5, 2009, between QiGi and Taiwan Tianfu Weiye Communications Equipment Co., Ltd.; | ||||
|
3. | Sales contract dated .January 5, 2009, between QiGi and Tianjin Everyday Commerce Co., Ltd.; | ||||
|
4. | Sales contract dated January 7, 2009, between QiGi and Changde Yongxiang Trade Co., Ltd.; | ||||
|
5. | Sales contract dated .January 8, 2009, between QiGi and Foshan Nanhaitian Electronics Co., Ltd.; | ||||
|
6. | Sales contract dated January 9, 2009, between QiGi and Chongqing Century Communications Technology Development Co., Ltd.; | ||||
|
7. | Sales contract dated January 9, 2009, between QiGi and Chongqing Tiandi Sheyuan Shangmao Co., Ltd.; | ||||
|
8. | Sales contract dated .January 12, 2009, between QiGi and Chengdu Hua- Shangmao Co., Ltd.; | ||||
|
9. | Sales contract dated January 12, 2009, between QiGi and Guangzhou Xiangjin Digital Technology Co., Ltd.; | ||||
|
10. | Sales contract dated January 13, 2009, between QiGi and Dongguan Lianyu Electronics Co., Ltd.; | ||||
|
11. | Sales contract dated .January 15, 2009, between QiGi and Guangzhou Chuangwei Electronics Technology Co., Ltd.; | ||||
|
12. | Sales contract dated January 15, 2009, between QiGi and Hanzhou Quanyong Maoyi Co., Ltd.; | ||||
|
13. | Sales contract dated January 15, 2009, between QiGi and Kunming Wuyao Tongxun Shebei Co., Ltd.; | ||||
|
14. | Sales contract dated January 15, 2009, between QiGi and Quanzhou Huachen Telecommunications Maoyi Co., Ltd.; | ||||
|
15. | Sales contract dated January 15, 2009, between QiGi and Shanghai Kun- Shiye Co., Ltd.; | ||||
|
16. | Sales contract dated January 15, 2009, between QiGi and Chengdu Sanling Shengan Information Systems Co., Ltd.; |
43
Section Number | Specific Disclosure | |||||
|
17. | Sales contract dated January 16, 2009, between QiGi and Kunming Jingzheng Technology Electronics Co., Ltd.; | ||||
|
18. | Sales contract dated .January 16, 2009, between QiGi and Shanghai Boxuan Tongxun Technology Co., Ltd.; | ||||
|
19. | Sales contract dated January 16, 2009, between QiGi and Xiamen Huidesheng Maoyi Co., Ltd.; | ||||
|
20. | Sales contract dated January 19, 2009, between QiGi and Shenzhen Linda Microelectronics Shiye Co., Ltd.; | ||||
|
21. | Sales contract dated January 20, 2009, between QiGi and Wuhan Jiayuan Digital Technology Co., Ltd.; | ||||
|
22. | Sales contract dated January 20, 2009, between QiGi and Beijing Hanming Xingtong Technology Co., Ltd.; | ||||
|
23. | Sales contract dated January 21, 2009, between QiGi and Guiyang Naming District Huamei Tongxun Equipment Co., Ltd.; | ||||
|
24. | Sales contract dated January 21, 2009, between QiGi and JInan Depu Tongxing Equipment Co., Ltd.; | ||||
|
25. | Sales contract dated .January 21, 2009, between QiGi and Shanghai Shoushang Intelligence Communication Equipment Co., Ltd.; | ||||
|
26. | Sales contract dated January 21, 2009, between QiGi and Shanghai Situman Electronic Technology Co., Ltd.; | ||||
|
27. | Sales contract dated January 23, 2009, between QiGi and Shanxi Fanggeng Technology Development Co., Ltd.; | ||||
|
28. | Sales contract dated February 1, 2009, between QiGi and Hanzhou Renxing Digital Technology Co., Ltd.; | ||||
|
29. | Machinery purchase contract dated February 1, 2009, between QiGi and Guangdong Hexing Technology Co., Ltd.; | ||||
|
30. | Sales contract dated February 3, 2009, between QiGi and Shenzen Quanqi Digital Co., Ltd.; | ||||
|
31. | Sales contract dated February 3, 2009, between QiGi and Shenzhen Jingyu Shikong Tongxun Equipment Co., Ltd.; | ||||
|
32. | Sales contract dated February 3, 2009, between QiGi and Suzhou Jingpai Mobile Phone Internet Co., Ltd.; | ||||
|
33. | Sales contract dated February 3, 2009, between QiGi and Zhuhai Sanken Electronics Technology Co., Ltd.; | ||||
|
34. | Sales contract dated February 3, 2009, between QiGi and Chengdu Hanbo Shangmao Co., Ltd.; | ||||
|
35. | Sales contract dated February 3, 2009, between QiGi and Chongqing Bada Electronics Construction Co., Ltd.; | ||||
|
36. | Sales contract dated February 3, 2009, between QiGi and Jinan Depu Tongxun Equipment Co., Ltd.; | ||||
|
37. | Sales contract dated February 3, 2009, between QiGi and Yunnan Gelin Digital Technology Co., Ltd.; | ||||
|
38. | Order form dated February 3, 2009, between QiGi and Dexing Intelligence Mobile Phone Technology (HK) Co., Ltd.; | ||||
|
39. | Order form dated February 4, 2009, between QiGi and Dexing Intelligence Mobile Phone Technology (HK) Co., Ltd.; | ||||
|
40. | Sales contract dated February 4, 2009, between QiGi and Changsha Jianfeng Chaoliu Tongxun Equipment Co., Ltd.; |
44
Section Number | Specific Disclosure | |||||
|
41. | Sales contract dated February 4, 2009, between QiGi and Shenzhen Linda Mictroelectronics Shiye Co., Ltd.; | ||||
|
42. | Sales contract dated February 5, 2009, between QiGi and Shanghai E-te Digital Co., Ltd.; | ||||
|
43. | Sales contract dated February 5, 2009, between QiGi and Beijing Sanren Weiye Shangmao Co., Ltd.; | ||||
|
44. | Machinery purchase contract dated February 5, 2009, between QiGi and Guangzhou Gaoke Tongxing Technology Co., Ltd.; | ||||
|
45. | Sales contract dated February 7, 2009, between QiGi and Taiyuan Tianfu Weiye Tongxun Equipment Co., Ltd.; | ||||
|
46. | Sales contract dated February 7, 2009, between QiGi and Tianjin Meiritong Shangmao Co., Ltd.; | ||||
|
47. | Sales contract dated February 7, 2009, between QiGi and Hefei Jiada Tongxun Technology Co., Ltd.; | ||||
|
48. | Sales contract dated February 7, 2009, between QiGi and Shijiazhuang Tianwen Communication Tongxun Equipment Co., Ltd.; | ||||
|
49. | Machinery purchase contract dated February 7, 2009, between QiGi and Guangdong Hexin Technology Co., Ltd.; | ||||
|
50. | Sales contract dated February 8, 2009, between QiGi and Wuhan Zhongyu Electronics Co., Ltd.; | ||||
|
51. | Sales contract dated February 10, 2009, between QiGi and Beijing Yihengteng Technology Development Co., Ltd.; | ||||
|
52. | Sales contract dated February 13, 2009, between QiGi and Nanjing Lanbiao Digital Technology Co., Ltd. | ||||
|
53. | Sales contract dated February 13, 2009, between QiGi and Henan Jielong Tongxun Technology Co., Ltd.; | ||||
|
54. | Sales contract dated February 13, 2009, between QiGi and Beijing Mobile Xingzhi Tongxun Technology Co., Ltd.; | ||||
|
55. | Sales contract dated February 1.3, 2009, between QiGi and Taiyuan Huilin Tongxun Information Technology Co., Ltd.; | ||||
|
56. | Sales contract dated February 14, 2009, between QiGi and Qingdao Jingwei Tiandi Electronics Co., Ltd.; | ||||
|
57. | Sales contract dated February 14, 2009, between QiGi and Huizhou Yicheng Technology Co., Ltd.; | ||||
|
58. | Sales contract dated February 14, 2009, between QiGi and Quhan Jiayuan Digital Technology Co., Ltd.; | ||||
|
59. | Sales contract dated February 14, 2009, between QiGi and Nanjing Runchang Electronics Co., Ltd.; | ||||
|
60. | Sales contract dated February 18, 2009, between QiGi and Guangzhou Yuanchang Moayi Co., Ltd.; | ||||
|
61. | Order form dated February 24, 2009, between QiGi and Dexing Intelligence Mobile Phone Technology (HK) Co., Ltd.; | ||||
|
62. | Order form dated February 24, 2009, between QiGi and Dexing Wireless Tongxun Technology (Beijing) Co., Ltd.; | ||||
|
63. | Order form dated February 26, 2009, between QiGi and Dexing Intelligence Mobile Phone Technology (Beijing) Co., Ltd.; | ||||
|
64. | Sales contract dated March 2, 2009, between QiGi and Nanning Hengrongchang Shangmao Co., Ltd.; | ||||
|
65. | Sales contract dated March 26, 2009, between QiGi and Wuhan Bohong Information Technology Co., Ltd.; |
45
Section Number | Specific Disclosure | |||||
|
66. | Sales contract dated March 2, 2009, between QiGi and Tianjing Chiwuxian Tongxun Technology Co., Ltd.; | ||||
|
67. | Sales contract dated March 3, 2009, between QiGi and Shishi Fanhua Dianxun Maoyi Co., Ltd.; | ||||
|
68. | Sales contract dated March 3, 2009, between QiGi and Shenzhen Jinbaolong Digital Technology Co., Ltd.; | ||||
|
69. | Sales contract dated March, 2009, between QiGi and Shenzhen Chuangfeier Electronics Technology Co., Ltd.; | ||||
|
70. | Sales contract dated March, 2009, between QiGi and Shanghai Yitianxia Technology Co., Ltd.; | ||||
|
71. | Sales contract dated Match, 2009, between QiGi and Shanghai Longding Shangwu Co., Ltd.; | ||||
|
72. | Sales contract dated March, 2009, between QiGi and Shanghai Zhengqi Shiye Co., Ltd.; | ||||
|
73. | Sales contract dated March, 2009, between QiGi and Rizhao Taitong Electronics Co., Ltd.; | ||||
|
74. | Sales contract dated March, 2009, between QiGi and Nanjing Puhan Gongmao Shiye Co., Ltd.; | ||||
|
75. | Sales contract dated March, 2009, between QiGi and Hunan Bopu Technology Co., Ltd.; | ||||
|
76. | Sales contract dated March, 2009, between QiGi and Changzhou Yuntuo Shangmao Co., Ltd.; | ||||
|
77. | Machinery purchase contract dated March 5, 2009, between QiGi and Guangzhou Gaoke Tongxing Technology Co., Ltd.; | ||||
|
78. | Sales contract dated March 6, 2009, between QiGi and Kunming Bangsheng Technology Co., Ltd.; | ||||
|
79. | Sales contract dated March 7, 2009, between QiGi and Henan Zhongzheng Tongxun Co., Ltd.; | ||||
|
80. | Sales contract dated March 7, 2009, between QiGi and Guangzhou Yuanchang Maoyi Co., Ltd.; | ||||
|
81. | Sales contract dated March 7, 2009, between QiGi and Fujian Huaqiao Shiye Group Company; | ||||
|
82. | Sales contract dated March 8, 2009, between QiGi and Hangzhou Jingpusheng Technology Co., Ltd.; | ||||
|
83. | Sales contract dated March 8, 2009, between QiGi and Guangzhou Hengmi Maoyi Co., Ltd.; | ||||
|
84. | Sales contract dated March 8, 2009, between QiGi and Dongguan Shilongjingyingtong Electronics Co., Ltd.; | ||||
|
85. | Sales contract dated March 8, 2009, between QiGi and Chongmingyali Tongxun Technology Co., Ltd.; | ||||
|
86. | Machinery purchase contract dated March 9, 2009, between QiGi and Guangdong Hexin Technology Co., Ltd.; | ||||
|
87. | Machinery purchase contract dated March 10, 2009, between QiGi and Hangzhou Guanyuan Technology Co., Ltd.; | ||||
|
88. | Sales contract dated March 12, 2009, between QiGi and Changsha Zhongtian Tongxun Technology Co., Ltd.; | ||||
|
89. | Sales contract dated March 16, 2009, between QiGi and Kunming Wuyao Tongxun Equipment Co., Ltd.; | ||||
|
90. | Sales contract dated March 16, 2009, between QiGi and Beijing Hanming Tongxing Technology Co., Ltd.; |
46
Section Number | Specific Disclosure | |||||
|
91. | Sales contract dated March 16, 2009, between QiGi and Nanjing Yingshui Tongxun Co., Ltd.; | ||||
|
92. | Sales contract dated March 16, 2009, between QiGi and Hunan Yingyuan Zhongxing Information Technology Co., Ltd.; | ||||
|
93. | Sales contract dated March 16, 2009, between QiGi and Kunming Xingkangcheng Information Technology Co., Ltd.; | ||||
|
94. | Order form dated March 25, 2009, between QiGi and Dexing Wireless Tongxun Technology (Beijing) Co., Ltd.; | ||||
|
95. | Sales contract dated March 27, 2009, between QiGi and Yiwu Daoye Internet Technology Co., Ltd.; | ||||
|
96. | Sales contract dated April 1, 2009, between QiGi and Yancheng Ninghu Qiandao Tongxun Equipment Co., Ltd.; | ||||
|
97. | Sales contract dated April 2, 2009, between QiGi and Xuzhou Sanjiu Intelligence Tongxun Co., Ltd.; | ||||
|
98. | Sales contract dated April 2, 2009, between QiGi and Xiamen Huidesheng Maoyi Co., Ltd.; | ||||
|
99. | Sales contract dated April 2, 2009, between QiGi and Wuhan Feiyang Technology Co., Ltd.; | ||||
|
100. | Sales contract dated April 3, 2009, between QiGi and Tianjing Meiritong Shangmao Co., Ltd.; | ||||
|
101. | Sales contract dated April 3, 2009, between QiGi and Suzhou Jingpai Mobile Internet Co., Ltd.; | ||||
|
102. | Sales contract dated April 3, 2009, between QiGi and Shenzhen Guoxing Tongxun Technology Co., Ltd.; | ||||
|
103 | Sales contract dated April 3, 2009, between QiGi and Shanghai Shoushang Intelligence Tongxun Equipment Company; | ||||
|
104. | Machinery purchase contract dated April 3, 2009, between QiGi and Shenzhen Zhongketianbo Technology Co., Ltd.; | ||||
|
105. | Sales contract dated April, 2009, between QiGi and Shenzhen Quanqi Digital Co., Ltd.; | ||||
|
106. | Sales contract dated April, 2009, between QiGi and Hefei Jiada Tongxun Technology Co., Ltd.; | ||||
|
107. | Sales contract dated April 4, 2009, between QiGi and Shanghai Liangzeng Gongmao Co., Ltd.; | ||||
|
108. | Sales contract dated April 4, 2009, between QiGi and Qingdao Jingweitiandi Electronics Co., Ltd.; | ||||
|
109. | Sales contract dated April 4, 2009, between QiGi and Nanjing Lanbiao Digital Technology Co., Ltd.; | ||||
|
110 | Sales contract dated April 4, 2009, between QiGi and Nanjing Chaoyue Tongxun Equipment Co., Ltd.; | ||||
|
111. | Sales contract dated April 4, 2009, between QiGi and Kunming Hengsheng Tongxun Co., Ltd.; | ||||
|
112. | Sales contract dated April 6, 2009, between QiGi and Jinan Depu Tongxing Equipment Co., Ltd.; | ||||
|
113. | Sales contract dated April 6, 2009, between QiGi and Huizhou Yicheng Technology Co., Ltd.; | ||||
|
114. | Sales contract dated April 7, 2009, between QiGi and Henan Ruite Tongxun Equipment Co., Ltd.; | ||||
|
115. | Sales contract dated April 8, 2009, between QiGi and Hangzhou Maoyi Co., Ltd.; |
47
Section Number | Specific Disclosure | |||||
|
116. | Sales contract dated April 8, 2009, between QiGi and Guangzhou Chuangwei Electronics Technology Co., Ltd.; | ||||
|
117. | Sales contract dated April 8, 2009, between QiGi and Hanzhou Renxing Digital Technology Co., Ltd.; | ||||
|
118. | Sales contract dated April 8, 2009, between QiGi and Foshan Nanhai Tianjun Electronics Co., Ltd.; | ||||
|
119. | Sales contract dated April 8, 2009, between QiGi and Dongguan Lianyu Electronics Co., Ltd.; | ||||
|
120. | Sales contract dated April 8, 2009, between QiGi and Dalian Sanhe Weiye Digital Technology Co., Ltd.; | ||||
|
121. | Sales contract dated April 8, 2009, between QiGi and BeijingBode Technology Service Co., Ltd.; | ||||
|
122. | Sales contract dated April, 2009, between QiGi and Chengdu Huadao Shangmao Co., Ltd.; | ||||
|
123. | Sales contract dated April, 2009, between QiGi and Changde Yongxiang Maoyi Co., Ltd.; | ||||
|
124. | Sales contract dated April, 2009, between QiGi and Wuhan Zhongguang Tongxing Company; | ||||
|
125. | Sales contract dated April, 2009, between QiGi and Shandong Zhonglu Tongxing Technology Co., Ltd.; | ||||
|
126. | Sales contract dated April, 2009, between QiGi and Zhenzhou Ridian Huaxing Technology Co., Ltd.; | ||||
|
127. | Sales contract dated April, 2009, between QiGi and Yunnan Dianxing Co., Ltd. Information Technology Branch; | ||||
|
128. | Machinery purchase contract dated April 15, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.; | ||||
|
129. | Machinery purchase contract dated April 16, 2009, between QiGi and Guangzhou Technology Tongxing Technology Co., Ltd.; | ||||
|
130. | Machinery purchase contract dated April 16, 2009, between QiGi and Hangzhou Guangyuan Technology Co., Ltd.; | ||||
|
131. | Machinery purchase contract dated April 18, 2009, between QiGi and Guangdong Hexing Technology Co., Ltd.; | ||||
|
132. | Sales contract dated May 4, 2009, between QiGi and Tianjing Meiritong Shangmao Co., Ltd.; | ||||
|
133. | Sales contract dated May 5, 2009, between QiGi and Changsha Jianfengchaoliu Tongxun Equipment Company; | ||||
|
134. | Sales contract dated May 6, 2009, between QiGi and Shenzhen Lindawei Electronics Technology Shiye Co., Ltd.; | ||||
|
135. | Sales contract dated May 6, 2009, between QiGi and Chongming Yali Tongxun Technology Co., Ltd.; | ||||
|
136. | Sales contract dated May 7, 2009, between QiGi and Jinan Putongxing Equipment Co., Ltd.; | ||||
|
137. | Sales contract dated May 7, 2009, between QiGi and Guangzhou Yuanchang Maoyi Co., Ltd.; | ||||
|
138. | Sales contract dated May 7, 2009, between QiGi and Chengdu Hanbo Shangmao Co., Ltd.; | ||||
|
139. | Sales contract dated May 8, 2009, between QiGi and Chongqing Badatong Electronics Gongcheng Co., Ltd.; | ||||
|
140. | Sales contract dated May 8, 2009, between QiGi and Taiyuan Tianfuweiye Tongxun Equipment Co., Ltd.; |
48
Section Number | Specific Disclosure | |||||
|
141. | Machinery purchase contract dated May 10, 2009, between QiGi and Shenzhen Zhongketianbo Technology Co., Ltd. | ||||
|
142. | Machinery purchase contract dated May II, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.; | ||||
|
143. | Sales contract dated May 11, 2009, between QiGi and Shenzhen Jingyushikong Tongxun Equipment Co., Ltd.; | ||||
|
144 | Sales contract dated May 2009, between QiGi and Shenzhen Quanqi Digital Co., Ltd.; | ||||
|
145. | Machinery purchase contract dated May 12, 2009, between QiGi and Guangzhou Gaoketongxing Technology Co., Ltd.; | ||||
|
146. | Machinery purchase contract dated May 12, 2009, between QiGi and Hanzhou Guangyuan Technology Co., Ltd.; | ||||
|
147. | Sales contract dated May 12, 2009, between QiGi and Wuhan Zhongyu Electronics Co., Ltd.; | ||||
|
148. | Sales contract dated May 12, 2009, between QiGi and Shanghai E-Te Digital Co., Ltd.; | ||||
|
149. | Sales contract dated May 13, 2009, between QiGi and Yunnan Geling Digital Technology Co., Ltd.; | ||||
|
150 | Sales contract dated May 13, 2009, between QiGi and Beijing Yiheng Technology Development Co., Ltd.; | ||||
|
151 | Sales contract dated May 14, 2009, between QiGi and; Huizhou Yicheng Technology Co., Ltd. | ||||
|
152. | Sales contract dated May 14, 2009, between QiGi and Shijiazhuang Tianwen Tongxun Equipment Co., Ltd.; | ||||
|
153. | Sales contract dated May 15, 2009, between QiGi and Nanjing Runchang Electronics Co., Ltd.; | ||||
|
154. | Sales contract dated May 15, 2009, between QiGi and Wuhan Jiayuan Digital Technology Co., Ltd.; | ||||
|
155. | Sales contract dated May 18, 2009, between QiGi and Nanjing Lanbiao Digital Technology Co., Ltd.; | ||||
|
156. | Sales contract dated May 18, 2009, between QiGi and Hanzhong Yongquan Maoyi Co., Ltd.; | ||||
|
157. | Sales contract dated May 19, 2009, between QiGi and Guangzhou Chuangwei Electronics Technology Co., Ltd.; | ||||
|
158. | Sales contract dated May 20, 2009, between QiGi and Foshan Nanhai Tianjun Electronics Co., Ltd.; | ||||
|
159. | Sales contract dated May 22, 2009, between QiGi and Hennan Jielong Tongxing Technology Co., Ltd.; | ||||
|
160. | Order formdated May 22, 2009, between QiGi and Dexig Intelligent Mobile Technology(Beijing) Co., Ltd.; | ||||
|
161. | Sales contract dated May 25, 2009, between QiGi and Guangzhou Xiangjing Digital Technology Co., Ltd.; | ||||
|
162 | Sales contract dated May 28, 2009, between QiGi and Changde Yongxiang Maoyi Co., Ltd.; | ||||
|
163. | Sales contract dated May 28, 2009, between QiGi and Langfang Langbo Tongxun Electronics Technology Co., Ltd.; | ||||
|
164. | Sales contract dated May 29, 2009, between QiGi and Chengdu Jiashi Shiye Jingchukou Maoyi Co., Ltd.; | ||||
|
165. | Sales contract dated May 29, 2009, between QiGi and Xingqiang Gongzhong Information Chanye Co., Ltd.; |
49
Section Number | Specific Disclosure | |||||
|
166. | Sales contract dated June 1, 2009, between QiGi and Henan Zhongzheng Tongxun Co., Ltd.; | ||||
|
167. | Sales contract dated June 1, 2009, between QiGi and Hangzhou Jingpusheng Technology Co., Ltd.; | ||||
|
168. | Sales contract dated June 2, 2009, between QiGi and Kunming Bangsheng Technology Co., Ltd.; | ||||
|
169. | Machinery purchase contract dated June 3, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.; | ||||
|
170. | Order form dated June 4, 2009, between QiGi and Dexing Intelligent Mobile Technology (HK) Co., Ltd.; | ||||
|
171. | Sales contract dated June 5, 2009, between QiGi and Kunming Wuyao Tongxun Equipment Co., Ltd.; | ||||
|
172. | Machinery purchase contract dated June 7, 2009, between QiGi and Shenzhen Zhongketianbo Technology Co., Ltd.; | ||||
|
173. | Sales contract dated June 8, 2009, between QiGi and Nanning Hengrongchang Shangmao Co., Ltd.; | ||||
|
174. | Sales contract dated June 8, 2009, between QiGi and Rizhao Taitong Electronics Co., Ltd.; | ||||
|
175. | Machinery purchase contract dated June 8, 2009, between QiGi and Hangzhoug Guangyuan Technology Co., Ltd.; | ||||
|
176. | Machinery purchase contract dated June 9, 2009, between QiGi and Guangzhou Gaoke Tongxing Technology Co., Ltd.; | ||||
|
177. | Sales contract dated June 9, 2009, between QiGi and Zhuhai Sankeng Electronics Technology Co., Ltd.; | ||||
|
178. | Sales contract dated June 10, 2009, between QiGi and Zhuhai Shunlian Electronics Co., Ltd.; | ||||
|
179. | Sales contract dated June 10, 2009, between QiGi and Chongqing Kemei Tongxun Equipment Co., Ltd.; | ||||
|
180. | Sales contract dated June 11, 2009, between QiGi and Zhengzhou Yuguang Shangmao Copmany; | ||||
|
181. | Sales contract dated June 11, 2009, between QiGi and Shijiazhuang Tianwen Tongxun Equipment Co., Ltd.; | ||||
|
182. | Sales contract dated June 12, 2009, between QiGi and Beijing Yihengteng Technology Development Co., Ltd.; | ||||
|
183. | Sales contract dated June 15, 2009, between QiGi and Qingdao Jingweitiandi Electronics Co., Ltd.; | ||||
|
184. | Sales contract dated June 15, 2009, between QiGi and Shanghai Situman Sianxing Technology Co., Ltd.; | ||||
|
185. | Sales contract dated June 2009, between QiGi and Quanzhou Huacheng Dianxing Maoyi Co., Ltd.; | ||||
|
186. | Sales contract dated June 18, 2009, between QiGi and Guangzhou Hengyoumi Maoyi Co., Ltd.; | ||||
|
187. | Sales contract dated June 19, 2009, between QiGi and Guangzhou Yuanchang Maoyi Co., Ltd.; | ||||
|
188. | Sales contract dated June, 2009, between QiGi and Fujian Huaqiao Group Shiye Company; | ||||
|
189. | Sales contract dated June, 2009, between QiGi and Changzhou Yuntuo Shangmao Co., Ltd.; | ||||
|
190. | Sales contract dated June 22, 2009, between QiGi and Changsha Zhongtian Tongxun Technology Co., Ltd.; |
50
Section Number | Specific Disclosure | |||||
|
191. | Sales contract dated June 22, 2009, between QiGi and Nanjing Yingshui Tongxun Co., Ltd.; | ||||
|
192. | Sales contract dated June 23, 2009, between QiGi and Shanghai Yitianxia Technology Co., Ltd.; | ||||
|
193. | Sales contract dated June, 2009, between QiGi and Shenzhen Chuangfeier Electronics Technology Co., Ltd.; | ||||
|
194. | Sales contract dated June, 2009, between QiGi and Shanghai Longding Shangwu Co., Ltd.; | ||||
|
195. | Sales contract dated June 26, 2009, between QiGi and Shenzhen Jingbaolong Digital Technology Co., Ltd.; | ||||
|
196. | Sales contract dated June 26, 2009, between QiGi and Shishi Fanhua Dianxun Maoyi Co., Ltd.; | ||||
|
197. | Sales contract dated .June 26, 2009, between QiGi and Tianjing Chiwuxian Tongxun Technology Co., Ltd.; | ||||
|
198. | Sales contract dated June 29, 2009, between QiGi and Wuhan Bohong Information Technology Co., Ltd.; | ||||
|
199. | Sales contract dated .June 29, 2009, between QiGi and Shanxi Fanggeng Technology Development Co., Ltd.; | ||||
|
200. | Sales contract dated June 30, 2009, between QiGi and Tianjing Tiandi Weiye Technology Co., Ltd.; | ||||
|
201. | Sales contract dated June, 2009, between QiGi and Shandong Yiwei Information Technology Co., Ltd.; | ||||
|
202. | Sales contract dated June, 2009, between QiGi and Beijing Taixing Jiye Technology Development Co., Ltd.; | ||||
|
203. | Sales contract dated July 1, 2009, between QiGi and Chongqing Zhangshangqiankun Digital Technology Co., Ltd.; | ||||
|
204. | Sales contract dated July 1, 2009, between QiGi and Dalian Sanhe Weiye Digital Technology Co., Ltd.; | ||||
|
205. | Sales contract dated .July 2, 2009, between QiGi and Beijing Bote Technology Services Co., Ltd.; | ||||
|
206. | Machinery purchase contract dated July 2, 2009, between QiGi and Hangzhou Guangyuan Technology Co., Ltd.; | ||||
|
207. | Machinery purchase contract dated .July 3, 2009, between QiGi and Shenzhen Zhongketianbo Technology Co., Ltd.; | ||||
|
208. | Sales contract dated .July 3, 2009, between QiGi and Dongguan Lianyu Electronics Co., Ltd.; | ||||
|
209. | Sales contract dated July, 2009, between QiGi and Guangzhou Chuangwei Electronics Technology Co., Ltd.; | ||||
|
210. | Sales contract dated July, 2009, between QiGi and Hangzhou Yongquan Maoyi Co., Ltd.; | ||||
|
211. | Sales contract dated July, 2009, between QiGi and Nanjing Chaoyue Tongxun Equipment Co., Ltd.; | ||||
|
212. | Sales contract dated July, 2009, between QiGi and Wuhan Feiyang Technology Co., Ltd.; | ||||
|
213. | Sales contract dated July, 2009, between QiGi and Chengdu Sanling Shengan Information System Co., Ltd.; | ||||
|
214. | Sales contract dated .July 6, 2009, between QiGi and Hanzhou Renxing Digital Technology Co., Ltd.; | ||||
|
215. | Sales contract dated July 6, 2009, between QiGi and Hefei JIada Tongxun Technology Co., Ltd.; |
51
Section Number | Specific Disclosure | |||||
|
216. | Sales contract dated .July 7, 2009, between QiGi and Huizhou Yicheng Technology Co., Ltd.; | ||||
|
217. | Machinery purchase contract dated .July 7, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.; | ||||
|
218. | Sales contract dated .July 8, 2009, between QiGi and Henan Ruite Tongxun Equipment Co., Ltd.; | ||||
|
219. | Sales contract dated July 8, 2009, between QiGi and Henan Depu Tongxing Equipment Co., Ltd.; | ||||
|
220. | Sales contract dated July 9, 2009, between QiGi and Kunming Hengsheng Tongxun Co., Ltd.; | ||||
|
221. | Sales contract dated .July 9, 2009, between QiGi and Nanjing Lanbiao Digital Technology Co., Ltd.; | ||||
|
222. | Sales contract dated July 10, 2009, between QiGi and Shanghai Liangzeng Gongcheng Co., Ltd.; | ||||
|
223. | Sales contract dated .July 10, 2009, between QiGi and Qingdao Weitiandi Electronics Co., Ltd.; | ||||
|
224. | Sales contract dated July 13, 2009, between QiGi and Shenzhen Quanqi Digital Co., Ltd.; | ||||
|
225. | Machinery purchase contract dated July 13, 2009, between QiGi and Guangzhou Gaoke Tongxing Technology Co., Ltd.; | ||||
|
226. | Sales contract dated July 13, 2009, between QiGi and Shanghai Shoushang Intelligence Tongxun Equipment Company; | ||||
|
227. | Sales contract dated July 15, 2009, between QiGi and Shenzhen Guoxing Tongxun Technology Co., Ltd.; | ||||
|
228. | Sales contract dated July 15, 2009, between QiGi and Suzhou Jingpai Mibile Phone Network Co., Ltd.; | ||||
|
229. | Sales contract dated July 16, 2009, between QiGi and Xiamen Huidesheng Maoyi Co., Ltd.; | ||||
|
230. | Sales contract dated July 16, 2009, between QiGi and Xuzhou Sanjiu Intelligence Tongxun Co., Ltd.; | ||||
|
231. | Sales contract dated .July 18, 2009, between QiGi and Yanhu Ninghu District Qiandao Tongxun Equipment Co., Ltd.; | ||||
|
232. | Sales contract dated July 20, 2009, between QiGi and Yiwu Daoye Internet Technology Co., Ltd.; | ||||
|
233. | Sales contract dated July 20, 2009, between QiGi and Kunming Changcheng Information Technology Co., Ltd.; | ||||
|
234. | Sales contract dated .July 21, 2009, between QiGi and Beijing Mobile Xingzhi Tongxun Technology Co., Ltd.; | ||||
|
235. | Sales contract dated .July 21, 2009, between QiGi and Taiyuan Huiling Tongxing Information Technology Co., Ltd.; | ||||
|
236. | Machinery purchase contract dated August 2, 2009, between QiGi and Shenzhen Zhongketianbo Technology Co., Ltd.; | ||||
|
237. | Machinery purchase contract dated August 3, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.; | ||||
|
238. | Sales contract dated August 4, 2009, between QiGi and Chengdu Huadao Shangmao Co., Ltd.; | ||||
|
239. | Sales contract dated August 4, 2009, between QiGi and Guangzhou Zhongxian Electronics Technology Co., Ltd.; | ||||
|
240. | Sales contract dated August 4, 2009, between QiGi and Wuxi Intelligence Mobile Phone Technology Service Company; |
52
Section Number | Specific Disclosure | |||||
|
241. | Machinery purchase contract dated August 5, 2009, between QiGi and Guangzhou Gaoke Tongxung Technology Co., Ltd.; | ||||
|
242. | Sales contract dated August, 2009, between QiGi and Xuzhou Yitong Intelligence Tongxun Co., Ltd.; | ||||
|
243. | Sales contract dated August, 2009, between QiGi and Chongqing Feihong Mobile Tongxun Equipment Co., Ltd.; | ||||
|
244. | Sales contract dated August, 2009, between QiGi and Taiyuan Tianfu Weiye Tongxun Equipment Co., Ltd.; | ||||
|
245. | Sales contract dated August, 2009, between QiGi and Shanghai E-Te Digital Co., Ltd.; | ||||
|
246. | Sales contract dated August, 2009, between QiGi and Wuhan Jiayuan Digital Technology Co., Ltd.; | ||||
|
247. | Sales contract dated August, 2009, between QiGi and Nanjing Lanbiao Digital Technology Co., Ltd.; | ||||
|
248. | Sales contract dated August, 2009, between QiGi and Foshan Nanhai Tianjun Electronics Co., Ltd.; | ||||
|
249. | Sales contract dated August, 2009, between QiGi and Zhengzhou Ridianhua Information Technology Co., Ltd.; | ||||
|
250. | Sales contract dated August, 2009, between QiGi and Yunnan Dianxing Co., Ltd. Information Technology Branch; | ||||
|
251. | Sales contract dated August 7, 2009, between QiGi and Jinan Depu Tongxing Equipment Co., Ltd.; | ||||
|
252. | Sales contract dated August 7, 2009, between QiGi and Chongming Yali Tongxun Technology Co., Ltd.; | ||||
|
253. | Sales contract dated August 10, 2009, between QiGi and Shenzhen Lindawei Electronics Technology Shiye Co., Ltd.; | ||||
|
254. | Sales contract dated August 10, 2009, between QiGi and Changsha Jianfenghu Chaoliu Tongxun Equipment Company; | ||||
|
255. | Sales contract dated August 13, 2009, between QiGi and Tianjin Miritong Shangmao Co., Ltd.; | ||||
|
256. | Sales contract dated August 17, 2009, between QiGi and Shenzhen Tongxun Equipment Co., Ltd.; | ||||
|
257. | Sales contract dated August 19, 2009, between QiGi and Shenzhen Digital Co., Ltd.; | ||||
|
258. | Sales contract dated August 19, 2009, between QiGi and Wuhan Zhongyu Electronics Co., Ltd.; | ||||
|
259. | Sales contract dated August 21, 2009, between QiGi and Yunnan Gelin Digital Technology Co., Ltd.; | ||||
|
260. | Sales contract dated August 21, 2009, between QiGi and Beijing Yihenteng Technology Development Co., Ltd.; | ||||
|
261. | Sales contract dated August 24, 2009, between QiGi and Huizhou Yicheng Technology Co., Ltd.; | ||||
|
262. | Sales contract dated August 27, 2009, between QiGi and Guangzhou Chuangwei Electronics Technology Co., Ltd.; | ||||
|
263. | Sales contract dated August 28, 2009, between QiGi and Henan Jielong Tongxin Technology Co., Ltd.; | ||||
|
264. | Sales contract dated August 28, 2009, between QiGi and Guangzhou Xiangjin Digital Technology Co., Ltd.; | ||||
|
265. | Sales contract dated August 31, 2009, between QiGi and Changde Yongxiang Maoyi Co., Ltd.; |
53
Section Number | Specific Disclosure | |||||
|
266. | Sales contract dated August 31, 2009, between QiGi and Hunan Yingyuan Zhongxing Information Technology Co., Ltd.; | ||||
|
267. | Sales contract dated September 1, 2009, between QiGi and Yunnan Dianxing Co., Ltd. Information Technology Branch; | ||||
|
268. | Sales contract dated September 1, 2009, between QiGi and Shanghai Yitianxia Technology Co., Ltd.; | ||||
|
269. | Sales contract dated September 2, 2009, between QiGi and Shenzhen Jingbaolong Digital Technology Co., Ltd.; | ||||
|
270. | Machinery purchase contract dated September 2, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.; | ||||
|
271. | Machinery purchase contract dated September 2, 2009, between QiGi and Shenzhen Zhongke Tianbo Technology Co., Ltd.; | ||||
|
272. | Machinery purchase contract dated September 3, 2009, between QiGi and Shenzhen Zhongke Tianbo Technology Co., Ltd.; | ||||
|
273. | Sales contract dated September, 2009, between QiGi and Shenzhen Chuangfeier Electronics Technology Co., Ltd.; | ||||
|
274. | Sales contract dated September, 2009, between QiGi and Nanjing Yingshui Tongxun Co., Ltd.; | ||||
|
275. | Sales contract dated September, 2009, between QiGi and Guangzhou Hengmi Maoyi Co., Ltd.; | ||||
|
276. | Sales contract dated September, 2009, between QiGi and Beijing Hanming Xingtong Technology Co., Ltd.; | ||||
|
277. | Sales contract dated September, 2009, between QiGi and Kunming Bangsheng Technology Co., Ltd.; | ||||
|
278. | Sales contract dated September, 2009, between QiGi and Kunming Wuyao Tongxun Equipment Co., Ltd.; | ||||
|
279. | Sales contract dated September, 2009, between QiGi and Dongguan Lianyu Electronics Co., Ltd.; | ||||
|
280. | Sales contract dated September, 2009, between QiGi and Shijiazhuang Tainwen Tongxun Equipment Co., Ltd.; | ||||
|
281. | Sales contract dated September, 2009, between QiGi and Changzhou Yuntuo Shangmao Co., Ltd.; | ||||
|
282. | Sales contract dated September, 2009, between QiGi and Chengdu Jiashi Shiye Jingchukou Maoyi Co., Ltd.; | ||||
|
283. | Sales contract dated September, 2009, between QiGi and Zhenzhou Ridianhua Information Technology Co., Ltd.; | ||||
|
284. | Sales contract dated September, 2009, between QiGi and Xingqiang Gongzhong Information Chanye Co., Ltd.; | ||||
|
285. | Sales contract dated September, 2009, between QiGi and Langfang Langbo Tongxun Electronics Technology Co., Ltd.; | ||||
|
286. | Sales contract dated September 4, 2009, between QiGi and Shanghai Longding Shangwu Co., Ltd.; | ||||
|
287. | Sales contract dated September 4, 2009, between QiGi and Changsha Zhongtian Tongxun Technology Co., Ltd.; | ||||
|
288. | Sales contract dated September 4, 2009, between QiGi and Shanghai Longding Shangwu Co., Ltd.; | ||||
|
289. | Sales contract dated September 7, 2009, between QiGi and Guangzhou Yuanchang Maoyi Co., Ltd.; | ||||
|
290. | Machinery purchase contract dated September 8, 2009, between QiGi and Guangzhou Gaoke Tongxing Technology Co., Ltd.; |
54
Section Number | Specific Disclosure | |||||
|
291. | Advertising information distribution contract dated September 8, 2009, between QiGi and Beiheng Chaomeng Wangxing Technology Co., Ltd.; | ||||
|
292. | Sales contract dated September 9, 2009, between QiGi and Quanzhou Huachen Dianxun Maoyi Co., Ltd.; | ||||
|
293. | Sales contract dated September 9, 2009, between QiGi and Qingdao Jingwei Tiandi Electronics Co., Ltd.; | ||||
|
294. | Machinery purchase contract dated September 10, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.; | ||||
|
295. | Machinery purchase contract dated September 10, 2009, between QiGi and Shenzhen Zhongke Tianbo Technology Co., Ltd.; | ||||
|
296. | Sales contract dated September 11, 2009, between QiGi and Hefei Jiada Tongxun Technology Co., Ltd.; | ||||
|
297. | Sales contract dated September 11, 2009, between QiGi and Xiamen Huidesheng Maoyi Co., Ltd.; | ||||
|
298. | Sales contract dated September 14, 2009, between QiGi and Chongqing Tiandisheyuan Shangmao Co., Ltd.; | ||||
|
299. | Sales contract dated September 14, 2009, between QiGi and Henan Zhongzheng Tongxun Co., Ltd.; | ||||
|
300. | Sales contract dated September 16, 2009, between QiGi and Hangzhou Jingpu Technology Co., Ltd.; | ||||
|
301. | Sales contract dated September 17, 2009, between QiGi and Nanning Hengrongchang Shangmao Co., Ltd.; | ||||
|
302. | Sales contract dated September 17, 2009, between QiGi and Rizhao Taitong Electronics Co., Ltd.; | ||||
|
303. | Machinery purchase contract dated September 20, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.; | ||||
|
304. | Sales contract dated September 21, 2009, between QiGi and Zhuhai Sanken Electronics Technology Co., Ltd.; | ||||
|
305. | Sales contract dated September 21, 2009, between QiGi and Chongqing Kemei Tongxun Shebei Co., Ltd.; | ||||
|
306. | Sales contract dated September 23, 2009, between QiGi and Zhengzhou Yuguang Shangmao Co., Ltd.; | ||||
|
307. | Sales contract dated September 25, 2009, between QiGi and Beijing Yihengteng Technology Development Co., Ltd.; | ||||
|
308. | Sales contract dated September 28, 2009, between QiGi and Shanghai Tuman Dianxing Technology Co., Ltd.; | ||||
|
309. | Sales contract dated September 28, 2009, between QiGi and Fujian Huaqiao Shiye Group Co., Ltd.; | ||||
|
310. | Sales contract dated September 29, 2009, between QiGi and Shandong Zhonglu Tongxing Technology Co., Ltd.; | ||||
|
311. | Sales contract dated September 30, 2009, between QiGi and Tianjin Tiandi Weiye Technology Co., Ltd. |
55
Section Number | Specific Disclosure | |||||
Section 10.4 | nil | |||||
Section 11.1 | nil | |||||
Section 11.3 | nil | |||||
Section 13 | nil | |||||
Section 15 | nil | |||||
Section 16.1 | nil | |||||
Section 16.7 | All the employees of the Domestic Company has participated in the mandatory social insurance scheme and the housing funds scheme. | |||||
Section 17 | nil | |||||
Section 18 | nil | |||||
Section 22 | nil | |||||
Section 23.1 | nil | |||||
Section 23.2 | nil |
56
1. | Authorization. |
2. | Compliance with other Instruments. |
3. | Disclosure of Information. |
4. | Purchase Entirely for Own Account. |
57
Shareholders | ||||||||||
Shareholders | (Class B Ordinary | |||||||||
(Ordinary Shares) | Shares) | Number | Percentage | |||||||
|
||||||||||
Active Century Holdings Limited
|
96 | 96 | % | |||||||
|
China Techfaith Wireless Communication Technology Limited | 4 | 4 | % | ||||||
|
||||||||||
Total
|
100 | 100 | % |
58
59
60
61
62
63
64
65
66
67
68
69
1. |
PURCHASE AND SALE OF SHARES.
|
1.1 |
Sale of Share and Consideration
.
|
1
1.2 |
Closing; Delivery
.
|
(a) |
The purchase and sale of the Shares shall take place remotely via the exchange
of documents and signatures, on a date specified by the Parties, or at such other time
and place as the Seller and the Purchaser mutually agree upon, which date shall be no
later than. five (5) Business Days after the satisfaction or waiver of each condition
to the Closing set forth in
Section 2
and
Section 3
(other than
conditions that by their nature are to be satisfied at the Closing, but subject to the
satisfaction or waiver of such conditions) (which time and place are designated as the
Closing
).
|
(b) |
At the Closing, the Company shall cause its register of members to be updated
to reflect the Shares purchased by the Purchaser and deliver a copy of such updated
share register certified by the Companys registered agent to the Purchaser.
|
(c) |
At the Closing, the Purchaser shall deliver a certified true copy of the draft
register of members of Purchaser as at the date of the Closing and giving effect to the
issuance of 65,934,066 Consideration Shares of Purchaser, par value US$0.00002 per
share, certified by a director of the Purchaser to be true and complete copies thereof
(to be followed by the delivery of certified true copies of the final, original
register of members within five (5) Business Days from the date of the Closing).
|
(d) |
Within three (3) Business Days after the Closing, the Company shall deliver to
the Purchaser one or more certificates representing the Shares being purchased by the
Purchaser hereunder at the Closing as set forth on
Schedule 1.
|
1.3 |
Consequence of the Sale of Shares
.
|
2
1.4 |
Termination of Agreement.
|
(a) |
at the election of the Purchaser on or after April 30, 2010, if the Closing
shall not have occurred on or before such date unless such date is extended by the
mutual written consent of the Seller and the Purchaser, provided that: (i) the
Purchaser is not in material default of any of their obligations hereunder, and (ii)
the right to terminate this Agreement pursuant to this
Section 1.4(a)
shall
not be available to the Purchaser if its breach of any provision of this Agreement
has been the cause of, or resulted, directly or indirectly, in, the failure of the
Closing to be consummated by April 30, 2010;
|
(b) |
by mutual written consent of Seller and the Purchaser as evidenced in writing
signed by each of the Seller and the Purchaser;
|
(c) |
by the Purchaser in the event of any breach or violation of any representation
or warranty, covenant or agreement contained herein or in any of the other Transaction
Documents by any Warrantor that is not cured or curable within ten (10) Business Days
of written notice;
|
(d) |
by the Purchaser if any event, circumstance or change shall have occurred that,
individually or in the aggregate with one or more other events, circumstances or
changes, have had or reasonably could be expected to have a Material Adverse Effect on
the Company or any other Group Company; or
|
(e) |
by the Seller in the event of any breach or violation of any representation or
warranty, covenant or agreement contained herein or in any of the other Transaction
Documents by the Purchaser with respect to such Purchaser that is not cured or curable
within ten (10) Business Days of written notice.
|
1.5 |
Effect of Termination
.
|
1.6 |
Earning Adjustment to the Consideration Shares
.
|
(a) |
If the Domestic Companys audited Net Profit for the finance year 2010 is less
than US$9,000,000, then following delivery of the Audited Financial Statements for the
finance year 2010 to the Domestic Company and the Purchaser, the Seller shall deliver
to the Purchasers the number of ordinary shares of the Purchaser as computed using the
following formula (the
2010 Reduced Consideration Shares
):
|
3
(b) |
If the Domestic Companys audited Net Profit for the finance year 2010 is less
than US$9,000,000, and the Domestic Companys audited Net Profit for the finance year
2011 is less than US$11,000,000, then following delivery of the Audited Financial
Statements for the finance year 2011 to the Domestic Company and the Purchaser, the
Seller shall deliver to the Purchasers the number of ordinary shares of the Purchaser
as computed using the following formula:
|
(c) |
If the Domestic Companys audited Net Profit for the finance year 2010 is not
less than US$9,000,000, but the Domestic Companys audited Net Profit for the finance
year 2011 is less than US$11,000,000, then following delivery of the Audited Financial
Statements for the finance year 2011 to the Domestic Company and the Purchaser, the
Seller shall deliver to the Purchasers the number of ordinary shares of the Purchaser
as computed using the following formula:
|
2. |
CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER AT CLOSING.
|
2.1 |
Completion of Due Diligence
.
|
4
2.2 |
Material Adverse Effect
.
|
2.3 |
Proceedings and Documents
.
|
2.4 |
Authorizations
.
|
2.5 |
Business Plan
.
|
2.6 |
Representations and Warranties
.
|
2.7 |
Shareholders Agreement
.
|
5
2.8 |
Letters of Commitment and Non-Compete
.
|
2.9 |
Board of Directors
.
|
2.10 |
Employment Agreements
.
|
2.11 |
Proprietary Information and Inventions Assignment Agreements
.
|
2.12 |
Compliance Certificates
.
|
2.13 |
Indemnification Agreement
.
|
6
2.14 |
WFOE; Documentation for the Restructuring
.
|
3. |
CONDITIONS OF THE OBLIGATIONS OF THE SELLER AT CLOSING.
|
3.1 |
Representations and Warranties
.
|
3.2 |
Performance
.
|
3.1 |
Qualifications.
|
4. |
REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS.
|
7
5. |
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
|
6. |
UNDERTAKINGS.
|
6.1 |
Ordinary Course of Business
.
|
6.2 |
Exclusivity
.
|
7. |
CURE OF BREACHES; INDEMNITY.
|
7.1 |
In the event of (a) any breach or violation of, or inaccuracy or misrepresentation in, any
representation or warranty made by the Warrantors contained herein or any of the other
Transaction Documents or (b) any breach or violation of any covenant or agreement contained
herein or any of the other Transaction Documents (each of (a) or (b), a
Breach
, the Key
Holders shall, jointly and severally, or cause the other Warrantors to, cure such Breach (to
the extent that such Breach is curable) to the satisfaction of the Purchaser (it being
understood that any cure shall be without recourse to cash or assets of any Group Companies).
Notwithstanding the foregoing, the Key Holders shall also, jointly and severally, indemnify
the Purchaser and its respective Affiliates, limited partners, members, stockholders,
employees, agents and representatives (each, an
lndemnitee
) for any and all losses,
liabilities, damages, liens, claims, obligations, penalties, settlements, deficiencies, costs
and expenses, including without limitation reasonable advisors fees and other reasonable
expenses of investigation, defense and resolution of any Breach paid, suffered, sustained or
incurred
by the Indemnitees (each, an
Indemnifiable Loss
), resulting from, or arising out of, or
due to, directly or indirectly, any Breach.
|
8
7.2 |
Notwithstanding the foregoing, the Key Holders shall, jointly and severally, indemnify and
keep indemnified the Indemnitees at all times and hold them harmless against any and all
Indemnifiable Losses resulting from, or arising out of, or due to, directly or indirectly, any
claim for tax which has been made or may hereafter be made against any Group Company wholly or
partly in respect of or in consequence of any event occurring or any income, profits or gains
earned, accrued or received by such Group Company on or before the Closing and any reasonable
costs, fees or expenses incurred and other liabilities which such Group Company may properly
incur in connection with the investigation, assessment or the contesting of any claim, the
settlement of any claim for tax, any legal proceedings in which any Group Company claims for
tax and in which an arbitration award or judgment is given for such Group Company and the
enforcement of any such arbitration award or judgment whether or not such tax is chargeable
against or attributable to any other person,
provided
, however, that the Key Holders
shall be under no liability in respect of taxation:
|
(a) |
that is promptly cured without recourse to cash or other assets of any Group
Company;
|
(b) |
to the extent that provision, reserve or allowance has been made for such tax in the
audited consolidated financial statement of the Company;
|
(c) |
if it has arisen in and relates to the ordinary course of business of the Group
Companies;
|
(d) |
to the extent that the liability arises as a result only of a provision or
reserve in respect of the liability made in the Financial Statement being insufficient
by reason of any increase in rates of tax announced after the Closing with
retrospective effect; and
|
(e) |
to the extent
.
that the liability arises as a result of legislation
which comes into force after the Closing and which is retrospective in effect.
|
7.3 |
In the event that an Indemnitee suffers an Indemnifiable Loss as provided in
Section
7.1
or
7.2
, and the Key Holders are either unwilling or unable to fulfill their
obligations under
Section 7.1
or
7.2
to indemnify the Indemnitees for the full
amount of such Indemnifiable Loss within, sixty (60) days of receipt of written notice thereof
from the Purchaser, then the Company (or any other Warrantor selected by a majority in
interest of the Indemnitees)
.
shall indemnify the Indemnitees such that the
Indemnitees shall receive the full amount of such Indemnifiable Loss. Any indemnification
provided by the Warrantors other than the Key Holders pursuant to this
Section 7.3
shall not prejudice or otherwise affect the right of the Indemnitees to seek indemnification
from the Key Holders pursuant to
Section 7.1
or
7.2
; provided, however, that
to the extent the Indemnitees are able to recover any Indemnifiable Loss
from the Key Holders, the Warrantors other than the Key Holders shall not be obligated to
indemnify the Indemnitees with respect to such amount.
|
9
7.4 |
If the Purchaser or other Indemnitee believes that it has a claim that may give rise to an
obligation of any Warrantor pursuant to this
Section 7
, it shall give prompt notice
thereof to the Warrantors stating specifically the basis on which such claim is being made,
the material facts related thereto, and the amount of the claim asserted. In the event of a
third party claim against an Indemnitee for which such Indemnitee seeks indemnification from
the Warrantors pursuant to this
Section 7
, no settlement shall be deemed conclusive
with respect to whether. there was an Indemnifiable Loss or the amount of such Indemnifiable
Loss unless such settlement is consented to by one Key Holder acting on behalf of the other
Key Holders, which shall not be unreasonably withheld. Any dispute related to this
Section
7
shall be resolved pursuant to
Section 8.15
.
|
7.5 |
This
Section 7
shall not be deemed to preclude or otherwise limit the Purchaser in
any way the exercise of any other rights or pursuit of other remedies for any breach of this
Agreement or any other Transaction Documents.
|
8. |
MISCELLANEOUS.
|
8.1 |
Survival of Warranties
.
|
8.2 |
Confidentiality
.
|
(a) |
Disclosure of Terms
. The terms and conditions of this Agreement, any
term sheet or memorandum of understanding entered into pursuant to the transactions
contemplated hereby, all exhibits and schedules attached hereto and thereto, and the
transactions contemplated hereby and thereby (collectively, the
Transaction Terms
),
including their existence, shall be considered confidential information and shall not
be disclosed by any Party hereto to any third party except as permitted in accordance
with the provisions set forth below.
|
(b) |
Permitted Disclosures
. Notwithstanding the foregoing, the Seller may
disclose the transaction terms to its current shareholders, employees, bankers,
lenders, accountants and legal counsels, in each case only where such persons or
entities are under appropriate nondisclosure obligations substantially similar to those
set forth in this
Section 8.2,
or to any person or entity to which disclosure
is approved in writing by the Purchaser, which such approval is not to be unreasonably
withheld. The Purchaser may disclose (x) the existence of the investment and the
Transaction Terms to any Affiliate, partner, limited partner, former partner, potential
partner or potential limited partner of the Purchaser or other third parties and (y)
the fact of the investment to the public, in each case as it deems appropriate in its
sole discretion. Any Party
hereto may also provide disclosure in order to comply with applicable Laws, as set
forth in
Section 8.2(c)
below.
|
10
(c) |
Legally Compelled Disclosure
. In the event that any Party is requested
or becomes legally compelled (including without limitation, pursuant to any applicable
tax, securities, or other Laws and regulations of any jurisdiction) to disclose the
existence of this Agreement or content of any of the Transaction Terms, such Party (the
Disclosing Party
) shall provide the other Parties with prompt written notice of that
fact and shall consult with the other Parties regarding such disclosure. At the request
of another Party, the Disclosing Party shall, to the extent reasonably possible and
with the cooperation and reasonable efforts of the other Parties, seek a protective
order, confidential treatment or other appropriate remedy. In any event, the Disclosing
Party shall furnish only that portion of the information that is legally required and
shall exercise reasonable efforts to obtain reliable assurance that confidential
treatment will be accorded such information.
|
(d) |
Other Exceptions
. Notwithstanding any other provision of this
Section 8.2,
the confidentiality obligations of the Parties shall not apply to:
(i) information which a restricted Party learns from a third party having the right to
make the disclosure, provided the restricted Party complies with any restrictions
imposed by the third party; (ii) information which is rightfully in the restricted
Partys possession prior to the time of disclosure by the protected Party and not
acquired by the restricted Party under a confidentiality obligation; or (iii)
information which enters the public domain without breach of confidentiality by the
restricted Party.
|
(e) |
Press Releases, Etc
. No announcements regarding the Purchasers
purchase of the Shares may be made by any Party hereto in any press conference,
professional or trade publication, marketing materials or otherwise to the public
without the prior written consent of the Purchaser.
|
(f) |
Other Information
. The provisions of this
Section 8.2
shall
terminate and supersede the provisions of any separate nondisclosure agreement executed
by any of the Parties with respect to the transactions contemplated hereby.
|
8.3 |
Transfer; Successors and Assigns
.
|
8.4 |
Governing Law
.
|
11
8.5 |
Counterparts; Facsimile
.
|
8.6 |
Titles and Subtitles
.
|
8.7 |
Notices
.
|
8.8 |
No Finders Fees
.
|
8.9 |
Fees and Expenses.
|
(a) |
The Seller shall pay all of its own costs and expenses incurred in connection
with the negotiation, execution, delivery and performance of this Agreement and other
Transaction Documents and the transactions contemplated hereby and thereby.
|
(b) |
The Seller shall pay the legal costs and expenses incurred or to be incurred by
the Purchaser, up to US$50,000 plus taxes and disbursements, including all reasonable
costs and expenses in conducting legal due diligence investigations on the Group
Companies and in preparing, negotiating and executing all documentation by the outside
legal counsel of the Purchaser, which may be
deducted at the Purchaser election at Closing from the cash consideration payable by
the Purchaser.
|
(c) |
In the event that the Closing does not proceed as a result of a termination by
the Purchaser in accordance with
Section 1.4(a)
,
(c)
or,
(d)
,
the Seller shall bear all the legal costs and expenses incurred by or on behalf of the
Purchaser in the preparation of the agreements(s) and all other documents.
|
12
8.10 |
Attorneys Fees
.
|
8.11 |
Amendments and Waivers
.
|
8.12 |
Severability
.
|
8.13 |
Delays or Omissions
.
|
8.14 |
Entire Agreement
.
|
13
8.15 |
Dispute Resolution
.
|
(a) |
Any dispute, controversy or claim arising out of or relating to this Agreement,
or the interpretation, breach, termination or validity hereof, shall first be subject
to resolution through consultation of the parties to such dispute, controversy or
claim. Such consultation shall begin within seven (7) days after one Party hereto has
delivered to the other. Parties involved a written request for such consultation. If
within thirty (30) days following the commencement of such consultation the dispute
cannot be resolved, the dispute shall be submitted to arbitration upon the request of
any Party with notice to the other Parties.
|
(b) |
The arbitration shall be conducted in Hong Kong under the auspices of the Hong
Kong International Arbitration Centre (the
HKIAC
). There shall be three arbitrators.
The complainant and the respondent to such dispute shall each select one arbitrator
within thirty (30) days after giving or receiving the demand for arbitration. Such
arbitrators shall be freely selected, and the Parties shall not be limited in their
selection to any prescribed list. The Chairman of the HKIAC shall select the third
arbitrator, who shall be qualified to practice Law in Hong Kong. If either party to the
arbitration does not appoint an arbitrator who has consented to participate within
thirty (30) days after selection of the first arbitrator, the relevant appointment
shall be made by the Chairman of the HKIAC.
|
(c) |
The arbitration proceedings shall be conducted in English. The arbitration
tribunal shall apply the Arbitration Rules of the HKIAC in effect at the time of the
arbitration. However, if such rules are in conflict with the provisions of this
Section 8.15,
including the provisions concerning the appointment of
arbitrators, the provisions of this
Section 8.15
shall prevail.
|
(d) |
The arbitrator shall decide any dispute submitted by the parties to the
arbitration strictly in accordance with the substantive Law of Hong Kong and shall not
apply any other substantive law.
|
(e) |
Each Party hereto shall cooperate with any party to the dispute in making full
disclosure of and providing complete access to all information and documents requested
by such party in connection with such arbitration proceedings, subject only to any
confidentiality obligations binding on the Party receiving the request.
|
(f) |
The award of the arbitration tribunal shall be final and binding upon the
disputing parties, and any party to the dispute may apply to a court of competent
jurisdiction for enforcement of such award.
|
(g) |
Any party to the dispute shall be entitled to seek preliminary injunctive
relief, if possible, from any court of competent jurisdiction pending the constitution
of the arbitral tribunal.
|
14
8.16 |
No Commitment for Additional Financing
.
|
8.17 |
Rights Cumulative
.
|
8.18 |
No Waiver
.
|
8.19 |
No Presumption
.
|
8.20 |
Third Party Beneficiaries
.
|
15
COMPANY | CITYLEAD LIMITED | |||||
|
||||||
|
By: |
/s/ XU Enhai
Name: XU Enhai
|
||||
|
Capacity: Director | |||||
|
||||||
HK CO | QIJI&BODEE TECHNOLOGY LIMITED | |||||
|
||||||
|
By: |
/s/ XU Enhai
Name: XU Enhai
|
||||
|
Capacity: Director |
16
DOMESTIC COMPANY | QIGI&BODEE TECHNOLOGY (BEIJING) CO., LTD. | |||||
|
||||||
|
By: |
/s/ XU Enhai
Name: XU Enhai
|
||||
|
Capacity: Board Chairman |
WFOE |
QIGI&BODEE INTERNATIONAL
TECHNOLOGY (BEIJING) CO., LTD. |
|||||
|
||||||
|
By: |
/s/ XU Enhai
Name: XU Enhai
|
||||
|
Capacity: Board Chairman |
KEY HOLDERS | SELLER: | |||||
|
||||||
ACTIVE CENTURY HOLDINGS LIMITED | ||||||
|
||||||
|
By: |
/s/ XU Enhai
Name: XU Enhai
|
||||
|
Capacity: Director | |||||
|
||||||
FOUNDERS: | ||||||
|
||||||
XU ENHAI | ||||||
|
||||||
|
By: |
/s/ XU Enhai
|
||||
|
||||||
HAN DELING | ||||||
|
||||||
|
By: |
/s/ HAN Deling
|
PURCHASER: | CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED | |||||
|
||||||
|
By: |
/s/ DONG Defu
Name: DONG Defu
|
||||
|
Capacity: Director |
Schedules | ||
|
||
Schedule 1
|
Schedule of Purchaser | |
|
||
Schedule 2
|
Schedule of Key Holders | |
|
||
Schedule 3
|
Definitions | |
|
||
Schedule 4
|
Representations and Warranties of the Warrantors | |
|
||
Schedule 5
|
Disclosure Schedule | |
|
||
Schedule 6
|
Representations and Warranties of the Purchaser | |
|
||
Schedule 7
|
Capitalization Table |
Exhibits | ||
|
||
Exhibit A
|
Form of Restated Articles | |
|
||
Exhibit B-1
|
Form of Director Compliance Certificate | |
|
||
Exhibit B-2
|
Form of Founders Compliance Certificate | |
|
||
Exhibit C
|
Form of Indemnification Agreement |
Number of
Purchased Shares
Purchaser
Consideration
of the Company
COMMUNICATION TECHNOLOGY
LIMITED
65,934,066 ordinary
shares of the
Purchaser
96 Ordinary Shares
Church Street, George Town,
Grand Cayman, Cayman Islands
Name
Addresses and Fax No. for Notice
Address: P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola,
British Virgin Islands
Facsimile: (8610) 6263-8372
Address: No. 2399 Liaoning Road, Chaoyang
District, Changchun City, Jilin Province,
PRC
Facsimile: (8610) 6263-8372
Address: 402 Hu, Unit 4, No. 2 Building,
No. 49 Dunhua Road, Shibei District,
Qingdao City, Shandong Province, PRC
Facsimile: (8610) 6263-8372
1. |
Organization, Good Standing, Corporate Power and Qualification
.
|
2. |
Capitalization of the Company
.
|
2.1 |
49,000 Ordinary Shares, of which 96 are issued and outstanding, and 1,000 Class B Ordinary
Shares, of which 4 are issued and outstanding, immediately prior to the Closing. All of the
outstanding Ordinary Shares have been duly authorized, are fully paid and nonassessable and
were issued in compliance with all applicable securities laws. The Company holds no treasury
shares.
|
2.2 |
Schedule 7
sets forth the capitalization of the Company immediately following the
Closing including the number of shares of the following: (i) issued and outstanding Ordinary
Shares and Class B Ordinary Shares; and (v) warrants or stock purchase rights, if any. Except
for the rights provided in the Shareholders Agreement, there are no outstanding options,
warrants, rights (including conversion or preemptive rights and rights of first refusal or
similar rights) or agreements, orally or in writing, to purchase or acquire from the Company
any Ordinary Share or any securities convertible into or exchangeable for Ordinary Share.
|
2.3 |
The Company is the sole legal and beneficial owner of one hundred percent (100%) of the
equity interest of the HK Co. The HK Co is the sole legal and beneficial owner of one hundred
percent (100%) of the equity interest of the WFOE.
|
2.4 |
The Founders and the Seller are the sole legal and beneficial owners of the Ordinary Shares
of the Company.
|
3. |
Subsidiaries
.
|
4. |
Authorization
.
|
5. |
Valid Issuance of Shares
.
|
5.1 |
The Shares, when issued, sold and delivered in accordance with the terms and for the
consideration set forth in this Agreement, will be validly issued, fully paid and
nonassessable and free of restrictions on transfer other than restrictions on transfer under
the this agreement, the Shareholders Agreement, applicable securities laws and liens or
encumbrances created by or imposed by the Purchaser. Subject in part to the accuracy of the
representations of the Purchaser in
Schedule 6
of this Agreement, the Shares will be
issued in compliance with all applicable securities laws. Immediately following the Closing,
the Purchaser will be the sole legal and beneficial owner of, and will have good and
marketable title to the Shares.
|
5.2 |
All presently outstanding Ordinary Shares of the Company were duly and validly issued, fully
paid and non-assessable, and are free and clear of any liens and free of restrictions on
transfer (except for any restrictions on transfer under applicable securities laws) and have
been issued in compliance in all material respects with the
requirements of all applicable securities laws and regulations, including, to the extent
applicable, the Securities Act.
|
6. |
Governmental Consents and Filings
.
|
7. |
Litigation
.
|
8. |
Intellectual Property
.
|
8.1 |
Each Group Company owns or possesses sufficient legal rights to (i) all trademarks, service
marks, trade names, copyrights, trade secrets, licenses, information and proprietary rights
and processes and (ii) to the Warrantors knowledge, all patents and patent rights, as are
necessary to the conduct of such Group Companys business as now conducted and as presently
proposed to be conducted, without any known conflict with, or infringement of, the rights of
others.
Section 8.1
of the
Disclosure Schedule
contains a complete and
accurate list of all Intellectual Property owned, licensed to or used by each Group Company,
whether registered or not, and a complete and accurate list of all licenses granted by such
Group Company to any third party with respect to any Intellectual Property. No product or
service marketed or sold (or proposed to be marketed or sold) by any Group Company violates or
will violate any license or infringe any intellectual property rights of any other party.
|
8.2 |
No Group Company has received any communications alleging that any Group Company has violated
or, by conducting its business, would violate any of the patents, trademarks, service marks,
trade names, copyrights, trade secrets or other proprietary
rights or processes of any other person or entity. Except as set forth in
Section
8.2
of the
Disclosure Schedule
, each Group Company has obtained and possesses
valid licenses to use all of the software programs present on the computers and other
software-enabled electronic devices that it owns or leases or that it has otherwise provided
to its employees for their use in connection with such Group Companys business. To the
Warrantors knowledge, it will not be necessary to use any inventions of any of its
employees (or persons it currently intends to hire) made prior to their employment by a
Group Company. Each Employee has assigned to the Group Companies all intellectual property
rights he or she owns that are related to the Group Companies business as now conducted.
|
8.3 |
Other than with respect to commercially available software products under standard end-user
object code license agreements, there are no outstanding options, licenses, agreements,
claims, encumbrances or shared ownership interests of any kind relating to the foregoing, nor
is any Group Company bound by or a party to any options, licenses or agreements of any kind
with respect to the patents, trademarks, service marks, trade names, copyrights, trade
secrets, licenses, information, proprietary rights and processes of any other person or
entity.
|
8.4 |
No proceedings or claims in which any Group Company alleges that any person is infringing
upon, or otherwise violating, its intellectual Property rights are pending, and none has been
served, instituted or asserted by any Group Company.
|
8.5 |
None of the employees of any Group Company or the Founders is obligated under any Contract
(including a Contract of employment), or subject to any judgment, decree or order of any court
or administrative agency, that would interfere with the use of his or her best efforts to
promote the interests of the Company Group, or that would conflict with the business of any
Group Company as presently conducted. To the knowledge of the Warrantors, it will not be
necessary to utilize in the course of the any Group Companys business operations any
inventions of any of the employees of any Group Company made prior to their employment by the
such Group Company, except for inventions that have been validly and properly assigned or
licensed to such Group Company as of the date hereof.
|
8.6 |
Each Group Company has taken all security measures that in the judgment of such Person are
commercially prudent in order to protect the secrecy, confidentiality, and value of its
material Intellectual Property.
|
8.7 |
No Public Software (as defined below) forms part of the any product or service provided by
any the Group Company (
GC Product or Service
) and no Public Software was or is used in
connection with the development of any GC Product or Service or is incorporated into, in whole
or in part, or has been distributed with, in whole or in part, any GC Product or Service. As
used in this Section 8.7,
Public Software
means any software that contains, or is derived in
any manner (in whole or in part) from, any software that is distributed as free software (as
defined by the Free Software Foundation), open source software (e.g., Linux or software
distributed under any license approved by the Open Source Initiative as set forth
www.opensource.org) or similar licensing or distribution models which require the distribution
or making available of source code as well as object code of the software to licensees without
charge (except for the cost of the medium) and (b) the right of the licensee to modify the
software and redistribute both the modified and unmodified versions of the
software, including software licensed or distributed under any of the following licenses:
(i) GNUs General Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the Artistic
License (e.g., PERL); (iii) the Mozilla Public License; (iv) the Netscape Public License;
(v) the SSD License; or (vi) the Apache License.
|
9. |
Compliance with Other Instruments
.
|
10. |
Agreements; Actions
.
|
10.1 |
Save for the agreements set out in
Section 10.1
of the
Disclosure Schedule
(the
Material Agreements
) and the Transaction Documents, there are no other agreements,
understandings, instruments, contracts or proposed transactions entered into during the period
from January 1, 2009, and September 30, 2009, to which any Group Company is a party or by
which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to,
any Group Company in excess of US$10,000 per annum or in excess of US$25,000 in the aggregate,
(ii) the transfer or license of any patent, copyright, trade secret or other proprietary right
to or from any Group Company, other than from or to another Group Company or from a Key Holder
to a Group Company, (iii) the grant of rights to manufacture, produce, assemble, license,
market, or sell its products to any other person or affect any Group Companys exclusive right
to develop, manufacture, assemble, distribute, market or sell its products, or (iv)
indemnification by any Group Company with respect to infringements of proprietary rights. All
the Material Agreements are valid, binding and enforceable obligations of the parties thereto
and the terms thereof have been complied with by the relevant Group Company, and to the
knowledge of the Warrantors, by all the other parties thereto. There are to the knowledge of
the Warrantors, no circumstances likely to give rise to any material breach of such terms, no
grounds for rescission, avoidance or repudiation of any of the Material Agreements which would
have a Material Adverse Effect and no notice of termination or of intention to terminate has
been received in respect of any Material Agreement.
|
10.2
10.3
10.4
11.
11.1
11.2
11.3 |
Except for the Group Companies and the entities set forth in
Section 11.3
of the
Disclosure Schedule
, there are no corporations, partnerships, trusts, joint ventures,
limited liability companies or other business entities in which any Key Holder owns or
controls, directly or indirectly, 10% or more of the outstanding voting interests.
|
12. |
Rights of Registration and Voting Rights
.
|
13. |
Absence of Liens
.
|
14. |
Financial Statement
s.
|
15. |
Changes
.
|
(a) |
any change in the assets, liabilities, financial condition or operating results
of any Group Company from that reflected in the Financial Statements, except changes in
the ordinary course of business that have not caused, in the aggregate, a Material
Adverse Effect on a Group Company;
|
(b) |
any damage, destruction or loss, whether or not covered by insurance, that
would have a Material Adverse Effect on a Group Company;
|
(c) |
any waiver or compromise by any Group Company of a valuable right or of a
material debt owed to it;
|
(d) |
any satisfaction or discharge of any lien, claim, or encumbrance or payment of
any obligation by any Group Company, except in the ordinary course of business and the
satisfaction or discharge of which would not have a Material Adverse Effect;
|
(e) |
any material change to a material contract or agreement by which any Group
Company or any of its assets is bound or subject;
|
(f) |
any material change in any compensation arrangement or agreement with any
employee, officer, director or shareholder;
|
(g) |
any resignation or termination of employment of any officer or Employee of any
Group Company;
|
(h) |
any mortgage, pledge, transfer of a security interest in, or lien, created by
any Group Company, with respect to any of its material properties or assets, except
liens for taxes not yet due or payable and liens that arise in the ordinary course of
business and do not materially impair such Companys ownership or use of such property
or assets;
|
(i) |
any dividend, loans or guarantees made by any Group Company to or for the
benefit of its employees, officers or directors, or any members of their immediate
families, other than travel advances and other advances made in the ordinary course of
its business;
|
(j) |
any declaration, setting aside or payment or other distribution in respect of
any Group Companys share capital, or any direct or indirect redemption, purchase, or
other acquisition of any of such shares by any Group Company;
|
(k) |
any sale, assignment or transfer of any Group Company Intellectual Property
that could reasonably be expected to result in a Material Adverse Effect;
|
(l) |
receipt of notice that there has been a loss of, or material order cancellation
by, any major customer of any Group Company;
|
(m) |
to the Warrantors knowledge, any other event or condition of any character,
other than events affecting the economy or the Companys industry generally, that could
reasonably be expected to result in a Material Adverse Effect; or
|
(n) |
any arrangement or commitment by the Company to do any of the things described
in this Section 15.
|
16. |
Employee Matters
.
|
16.1 |
Section 16.1
of the
Disclosure Schedule
sets forth a detailed description of
all compensation, including salary, bonus, severance obligations and deferred compensation
payable for each officer, employee, consultant and independent contractor of any Group Company
who is anticipated to receive compensation in excess of US$50,000 for the fiscal year ending
December 31, 2009.
|
16.2 |
To the Warrantors knowledge, no employee of any Group Company is obligated under any
contract (including licenses, covenants or commitments of any nature) or other agreement, or
subject to any judgment, decree or order of any court or administrative agency, that would
materially interfere with such employees ability to promote the interest of the Group
Companies or that would conflict with the Group Companies business. Neither the execution or
delivery of the Transaction Documents, nor the carrying on of the Companys business by the
employees of the Group Companies, nor the conduct of the business as now conducted and as
presently proposed to be conducted, will, to the Warrantors knowledge, conflict with or
result in a breach of the terms, conditions, or provisions of, or constitute a default under,
any contract, covenant or instrument under which any such employee is now obligated.
|
16.3 |
No Group Company is delinquent in payments to any of its employees, consultants, or
independent contractors for any wages, salaries, commissions, bonuses, or other direct
compensation for any service performed for it to the date hereof or amounts required to be
reimbursed to such employees, consultants, or independent contractors. Each Group Company has
complied in all material respects with all applicable laws related to employment, including
those related to wages, hours, worker classification, and collective bargaining, and the
payment and withholding of taxes and other sums as required by law except where noncompliance
with any applicable law would not result in a Material Adverse Effect. Each Group Company has
withheld and paid to the appropriate governmental entity or is holding for payment not yet due
to such governmental entity all amounts required to be withheld from employees of such Group
Company and is not liable for any arrears of wages, taxes, penalties, or other sums for
failure to comply with any of the foregoing.
|
16.4 |
To the Warrantors knowledge, no employee intends to terminate employment with any Group
Company or is otherwise likely to become unavailable to continue as an employee, nor does any
Group Company have a present intention to terminate the employment of any of the foregoing.
The employment of each employee of the Company is terminable at the will of the Company.
Except as set forth in
Section 16.4
of the
Disclosure Schedule
or as required
by law, upon termination of the employment of any such employees, no severance or other
payments will become due. Except as set forth in
Section 16.4
of the
Disclosure
Schedule
, the Company has no policy, practice, plan, or program of paying severance pay or
any form of severance compensation in connection with the termination of employment services.
|
16.5
16.6
16.7
16.8
16.9
17. |
Tax Matters
.
|
17.1 |
The provisions for taxes as shown on the balance sheet included in the Financial Statements
are, sufficient in all material respects for the payment of all accrued and
unpaid applicable taxes of the Group Companies as of the date of each such balance sheet,
whether or not assessed or disputed as of the date of each such balance sheet. Except as set
forth in
Section 17
of the
Disclosure Schedule
, there have been no
extraordinary examinations or audits of any tax returns or reports by any applicable
Governmental Authority. Except as set forth in Section 17 of the Disclosure Schedule, each
Group Company has filed or caused to be filed on a timely basis all tax returns that are or
were required to be filed (to the extent applicable), all such returns are correct and
complete, and each Group Company has paid all taxes that have become due, or have reflected
such taxes in accordance with IFRS as a reserve for taxes on the Financial Statements. There
are in effect no waivers of applicable statutes of limitations with respect to taxes for any
year.
|
17.2 |
No member of the Company Group is, nor expects to become, a passive foreign investment
company (
PFIC
) as described in Section 1297 of the United States Internal Revenue Code of
1986, as amended (the
Code
).
|
17.3 |
No shareholder of any member of a Group Company, solely by virtue of its status as
shareholder of such Group Company, have personal liability under local law for the debts and
claims of such Group Company. There has been no communication from any tax authority relating
to or affecting the tax classification of any member of the Company Group.
|
18. |
Insurance
.
|
19. |
Confidential Information and Invention Assignment Agreements
.
|
20. |
Governmental and Other Permits
.
|
21. |
Corporate Documents
.
|
22. |
The memorandum of association, articles of association, and all other constitutional
documents (or analogous constitutional documents) of each Group Company are in the form
provided to the Purchaser. The copy of the minute books of the Company provided to the
Purchaser contains minutes of all meetings of directors and shareholders and all actions by
written consent without a meeting by the directors and shareholders since the date of
incorporation and accurately reflects in all material respects all actions by the directors
(and any committee of directors) and shareholders with respect to all transactions
referred
to in such minutes.
|
23. |
Liabilities
.
|
24. |
Compliance with Laws
.
|
24.1 |
Except as set forth in
Section 23.1
of the
Disclosure Schedule
, each Group
Company is in material compliance with all applicable Laws applicable to it or to the conduct
or operation of its business or the ownership or use of any of its assets or properties.
|
24.2 |
Except as set forth in
Section 23.2
of the
Disclosure Schedule
, no event has
occurred and no circumstance exists that to the Warrantors knowledge (i) may constitute or
result in a violation by any Group Company, or a failure on the part of any Group Company to
comply with any Law, or (ii) may give rise to any obligation on the part of any Group Company
to undertake, or to bear all or any portion of the cost of, any remedial action of any nature,
except for such violations or failures by a Group Company that, individually or in the
aggregate, would not result in any Material Adverse Effect.
|
24.3 |
No Group Company has received any written notice from any Governmental Authority regarding
(i) any actual, alleged or likely material violation of, or material failure to comply with,
any Law, or (ii) any actual, alleged or likely material obligation on the part of any Group
Company to undertake, or to bear all or any portion of the cost of, any remedial action of any
nature.
|
24.4 |
No Group Company, nor any director, agent, employee or any other person acting for or on
behalf of any Group Company, has directly or indirectly (i) made any contribution, gift,
bribe, payoff, influence payment, kickback, or any other fraudulent payment in any form,
whether in money, property, or services to any public official or otherwise (A) to obtain
favorable treatment in securing business for a Group Company, (B) to pay for favorable
treatment for business secured, or (C) to obtain special concessions or for special
concessions already obtained, for or in respect of any Group Company, in each case which would
have been in violation of any applicable Law or (ii) established or maintained any fund or
assets in which any
Group Company shall have proprietary rights that have not been recorded in the books and
records of a Group Company.
|
24.5 |
During the previous five (5) years, no Founder has been (i) subject to voluntary or
involuntary petition under any applicable bankruptcy laws or any applicable insolvency law or
the appointment of a manager, receiver, or similar officer by a court for his business or
property; (ii) convicted in a criminal proceeding or named as a subject of a pending criminal
proceeding (excluding traffic violations and other minor offences); (iii) subject to any
order, judgment, or decree (not subsequently reversed, suspended, or vacated) of any court of
competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise
imposing limits or conditions on his engagement in any securities, investment advisory,
banking, insurance, or other type of business or acting as an officer or director of a public
company; or (iv) found by a court of competent jurisdiction in a civil action or by any
regulatory organization to have violated any applicable securities, commodities or unfair
trade practices law whatsoever, which such judgment or finding has not been subsequently
reversed, suspended, or vacated.
|
25. |
Disclosure; Projections
.
|
26. |
Use of Proceeds Plan and Budget
.
|
27. |
Entire Business
.
|
Section 1 |
Introduction
|
1.1 |
This Disclosure-Schedule forms an inseparable part of the Share Purchase Agreement (the
Agreement
) relating to the purchase by CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY
LIMITED from ACTIVE CENTURY HOLDINGS LIMITED of 96 Ordinary Shares of CITYLEAD Limited, a
company limited by shares duly incorporated and validly existing under the Laws of the British
Virgin Islands (the
Company
). Unless the context otherwise specifies, all capitalized terms
used herein shall have the meanings given to such terms in the Agreement.
|
1.2 |
The purpose of this Disclosure Schedule is to disclose matters which may be relevant to
and/or to qualify the representations and warranties made by certain parties contained in
Schedule 4 of the Agreement (collectively, the
Warranties
and each, a
Warranty
).
|
1.3 |
In the event that, any inconsistency is revealed between any provision of the Agreement and
any part of this Disclosure Schedule, this Disclosure Schedule shall prevail and shall be.
deemed to be the relevant disclosure.
|
1.4 |
The matters disclosed, in this Disclosure Schedule shall be deemed to be representations and
warranties under Schedule 4 of the Agreement.
|
1.5 |
Inclusion of any item in this Disclosure Schedule (i) does not represent a determination that
such item is material or. establish a standard of materiality; (ii) does not represent a
determination that such item did not arise in the ordinary course of business; (iii) except as
specifically set forth herein, does not represent a determination that the transactions
contemplated in the Agreement require the consent of third parties.
|
1.6 |
The section numbers below correspond to the section numbers of the Warranties in the Schedule
4 of this Agreement; provided however, that any information disclosed herein under any section
number shall be deemed-disclosed and incorporated into any other sections of this Disclosure
Schedule to which there is an express cross-reference.
|
Section 2 |
Disclosure Schedule
|
Section Number | Specific Disclosure | |||||||
|
||||||||
Section 3
|
nil | |||||||
Section 8.1 | | Trademark in the process of application: | ||||||
|
1. | QiGi (Application date: 1-10-2008; Application number: 6501874; Category: 09) | ||||||
|
2. | QIGI (picture) (Application date: 3-11-2009; Application number: 7247382; Category: 09) | ||||||
|
3. | i-mate (Application date: 9-27-2007; Application number: 6299651; Category: 09) | ||||||
| Domain names: | |||||||
|
1. | qigi.cc; | ||||||
|
2. | bodee.cc |
Section 8.2
|
nil | |||||
Section 10.1
|
1. | Sales Contract dated January 5, 2009, between the Domestic Company (hereinafter referred to as QiGI in this section of the Disclosure Schedule) and Henan Jielong Tongxing Technology Co., Ltd.; | ||||
|
2. | Sales Contract dated January 5, 2009, between QiGi and Taiyuan Tianfuweiye Tongxun Machinery Co., Ltd.; | ||||
|
3. | Sales Contract dated January 5, 2009, between QiGi and Tianjin Meiritong Shangmao Co., Ltd.; | ||||
|
4. | Sales Contract dated January 7, 2009, between QiGi and Changde Yongxiang Maoyi Co., Ltd.; | ||||
|
5. | Sales Contract dated January 8, 2009, between QiGi and Foshan Nanhaitianjun Electronics Co., Ltd.; | ||||
|
6. | Sales Contract dated January 9, 2009, between QiGi and Chongqing Shiji Tongxun Technology Development Co., Ltd.; |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
7. | Sales Contract dated January 9, 2009, between QiGi and Chongqing Taindisheyuan Shangmao Co., Ltd.; | ||||||
|
8. | Sales Contract dated January 12, 2009, between QiGi and Chengdu Huadao Shangmao Co., Ltd.: | ||||||
|
9. | Sales Contract dated January 12, 2009, between QiGi and Guangzhou Xiangjin Digital Technology Co., Ltd.; | ||||||
|
10. | Sales Contract dated January 13, 2009, between QiGi and Dongguang Lianyu Electronics Co., Ltd.; | ||||||
|
11. | Sales Contract dated January 15, 2009, between QiGi and Guangzhou Chuangwei Electronics Technology Co., Ltd.; | ||||||
|
12. | Sales Contract dated January 15, 2009, between QiGi and Hangzhou Quanyong Maoyi Co., Ltd.; | ||||||
|
13. | Sales Contract dated January 15, 2009, between QiGi and Kunming Wuyao Tongxun Equipment Co., Ltd.; | ||||||
|
14. | Sales Contract dated January 15, 2009, between QiGi and Quanzhou Huachen Dianxun Maoyi Co., Ltd.; | ||||||
|
15. | Sales Contract dated January 15, 2009, between QiGi and Shanghai Kunqian Shiye Co., Ltd.; | ||||||
|
16. | Sales Contract dated January 15, 2009, between QiGi and Chengdu Gonglin Shenan Information Systems Co., Ltd.; | ||||||
|
17. | Sales Contract dated January 16, 2009, between QiGi and Kunming Jingzheng Technology Electronics Co., Ltd.; | ||||||
|
18. | Sales Contract date January 16, 2009, between QiGi and Shanghai Boxuan Tongxun Technology Co., Ltd.; | ||||||
|
19. | Sales Contract dated January 16, 2009, between QiGi and Xiamen Huidesheng Maoyi Co., Ltd.; | ||||||
|
20. | Sales Contract dated January 19, 2009, between QiGi and Shenzhen Lindawei Electronics Technology Shiye Co., Ltd.; | ||||||
|
21. | Sales Contract dated January 20, 2009, between QiGi and Wuhan Jiayuan Digital Technology Co., Ltd.; | ||||||
|
22. | Sales Contract dated January 20, 2009 between QiGi and Beijing Hanminxintong Technology Co., Ltd.; |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
23. | Sales Contract dated January 21, 2009, between QiGi and Guizhou Nanming District Huamei Tongxun Machinery Co., Ltd.; | ||||||
|
24. | Sales Contract dated January 21, 2009, between QiGi and Jinan Depu Tongxing Equipment Co., Ltd.; | ||||||
|
25. | Sales Contract dated January 21, 2009, between QiGi and Shanghai Shoushang Intelligence Tongxun Equipment Company; | ||||||
|
26. | Sales Contract dated January 21, 2009, between QiGi and Shanghai Situman Dianxing Technology Co., Ltd.; | ||||||
|
27. | Sales Contract dated January 23, 209, between QiGi and Shanxi Fanggeng Technology Development Co., Ltd.; | ||||||
|
28. | Sales Contract dated February 1, 2009, between QiGi and Hanzhou Renxing Digital Technology Co., Ltd.; | ||||||
|
29. | Machinery Purchase Contract dated February 1, 2009, between QiGi and Guangdong Hexing Technology Co., Ltd.; | ||||||
|
30. | Sales Contract dated February 3, 2009, between QiGi and Shenzhen Quanqi Digital Co., Ltd.; | ||||||
|
31. | Sales Contract dated February 3, 2009, between QiGi and Shenzhen JingyushikongTongxun Equipment Co., Ltd.; | ||||||
|
32. | Sales Contract dated February 3, 2009, between QiGi and Suzhou Jingpai Mobile Phone Internet Co., Ltd.; | ||||||
|
33. | Sales Contract dated February 3, 2009, between QiGi and Zhuhai Sankeng Electronics Technology Co., Ltd.; | ||||||
|
34. | Sales Contract dated February 3, 2009 between QiGi and Chengdu Hanbo Shangmao Co., Ltd.; | ||||||
|
35. | Sales Contract dated February 3, 2009, between QiGi and Chongqing Bada Electronics Construction Co., Ltd.; | ||||||
|
36. | Sales Contract dated February 3, 2009, between QiGi and Jinan Depu Tongxing Equipment Co., Ltd.; | ||||||
|
37. | Sales Contract dated February 3, 2009 between QiGi and Yunnan Geling Digital Technology Co., Ltd.; | ||||||
|
38. | Order Form dated February 3, 2009, between QiGi and Dexing Intelligence Mobile Phone Technology (HK) Co., Ltd.; |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
39. | Order Form dated February 4, 2009, between QiGi and Dexing Intelligence Mobile Phone Technology (HK) Co., Ltd.; | ||||||
|
40. | Sales Contract dated February 4, 2009, between QiGi and Changsha Jianfengchaoliu Tongxun Equipment Company; | ||||||
|
41. | Sales Contract dated February 4, 2009, between QiGi and Shenzhen LindaweiElectronics Technology Shiye Co., Ltd.; | ||||||
|
42. | Sales Contract dated February 5, 2009, between QiGi and Shanghai E-te Digital Co., Ltd.; | ||||||
|
43. | Sales Contract dated February 5, 2009, between QiGi and Beijing Gongrenweiye Shangmao Co., Ltd.; | ||||||
|
44. | Machinery Purchase Contract dated February 5, 2009, between QiGi and Guangzhou Technology Tongxing Technology Co., Ltd.; | ||||||
|
45. | Sales Contract dated February 7, 2009, between QiGi and Taiyuan Tianfuweiye Tongxun Machinery Co., Ltd.; | ||||||
|
46. | Sales Contract dated February 7, 2009, between QiGi and Tianjing Meiritong Shangmao Co., Ltd.; | ||||||
|
47. | Sales Contract dated February 7, 2009, between QiGi and Hefi Jiada Tongxun Technology Co., Ltd.; | ||||||
|
48. | Sales Contract dated February 7, 2009, between QiGi and Shijiazhuang Tianwen Tongxun Machinery Co., Ltd.; | ||||||
|
49. | Machinery Purchase Contract dated February 7, 2009, between QiGi and Guangdong Hexing Technology Co., Ltd.; | ||||||
|
50. | Sales Contract dated February 8, 2009, between QiGi and Wuhan Zhongyu Electronics Co., Ltd.; | ||||||
|
51. | Sales Contract dated February 10, 2009, between QiGi and Beijing Zehengteng Technology Development Co., Ltd.; | ||||||
|
52. | Sales Contract dated February 13, 2009, between QiGi and Nanjing Lanbiao Digital Technology Co., Ltd.; | ||||||
|
53. | Sales Contract dated February 13, 2009, between QiGi and Henan Jielong Tongxun 7 Technology Co., Ltd.; | ||||||
|
54. | Sales Contract dated February 13, 2009, between QiGi and Beijing Mobile Xingzhi Tongxun Technology Co., Ltd.; |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
55. | Sales Contract dated February 13, 2009, between QiGi and Taiyuan Huiling Tongxing Information Technology Co., Ltd.; | ||||||
|
56. | Sales Contract dated February 14, 2009, between QiGi and Qingdao Jingweitiandi Electronics Co., Ltd.; | ||||||
|
57. | Sales Contract dated February 14, 2009, between QiGi and Huizhou Yicheng Technology Co., Ltd.; | ||||||
|
58. | Sales Contract dated February 14, 2009, between QiGi and Wuhan JiayuanDigital Technology Co., Ltd.; | ||||||
|
59. | Sales Contract dated February 14, 2009, between QiGi and Nanjing Runchang Electronics Co., Ltd.; | ||||||
|
60. | Sales Contract dated February 18, 2009, between QiGi and Guangzhou Yuanchang Maoyi Co., Ltd.; | ||||||
|
61. | Order Form dated February 24, 2009, between QiGi and Dexing Intelligence Mobile Phone Technology (HK); | ||||||
|
62. | Order Form dated February 24, 2009, between QiGi and Dexing Wireless Tongxun Technology ( Beijing ) Co., Ltd.; | ||||||
|
63. | Order Form dated February 26, 2009, between QiGi and Dexing Intelligence Mobile Phone Technology ( Beijing ) Co., Ltd.; | ||||||
|
64. | Sales Contract dated March 2, 2009, between QiGi and Nanning Hengrongchang Shangmao Co., Ltd.; | ||||||
|
65. | Sales Contract dated March 26, 2009, between QiGi and Wuhan Bohong Information Technology Co., Ltd.; | ||||||
|
66. | Sales Contract dated March 2, 2009, between QiGi and Tianjing Chiwuxian Tongxun Technology Co., Ltd.; | ||||||
|
67. | Sales Contract dated March 3, 2009, between QiGi and Shishi Fanhua Dianxun Maoyi Co., Ltd.; | ||||||
|
68. | Sales Contract dated March 3, 2009, between QiGi and Shenzhen Jingbaolong Digital Technology Co., Ltd.; | ||||||
|
69. | Sales Contract dated March, 2009, between QiGi and Shenzhen Chuangfeier Electronics Technology Co., Ltd.; | ||||||
|
70. | Sales Contract dated March, 2009, between QiGi and Shanghai Yitianxia Technology Co., Ltd.; | ||||||
|
71. | Sales Contract dated March, 2009, between QiGi and Shanghai Longding Shangwu Co., Ltd. |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
72. | Sales Contract dated March, 2009, between QiGi and Shanghai Kunqian Shiye Co., Ltd.; | ||||||
|
73. | Sales Contract dated March, 2009, between QiGi and Rizhao Taitong Electronics Co., Ltd.; | ||||||
|
74. | Sales Contract dated March, 2009, between QiGi and Nanjing Puhan Gongmao Shiye Co., Ltd.; | ||||||
|
75. | Sales Contract dated March, 2009, between QiGi and Hunan Bopu Technology Co., Ltd.; | ||||||
|
76. | Sales Contract dated March, 2009, between QiGi and Changzhou Yuntuo Shangmao Co., Ltd.; | ||||||
|
77. | Machinery Purchase Contract dated March 5, 2009, between QiGi and Guangzhou Technology Tongxing Technology Co., Ltd.; | ||||||
|
78. | Sales Contract dated March 6, 2009, between QiGi and Kunming Bangsheng Technology Co., Ltd.; | ||||||
|
79. | Sales Contract dated March 7, 2009, between QiGi and Henan Zhongzheng Tongxun Co., Ltd.; | ||||||
|
80. | Sales Contract dated March 7, 2009, between QiGi and Guangzhou Yuanchang Maoyi Co., Ltd.; | ||||||
|
81. | Sales Contract dated March 7, 2009, between QiGi and Fujian Huaqiao Shiye Group Company; | ||||||
|
82. | Sales Contract dated March 8, 2009, between QiGi and Hangzhou Jingpusheng Technology Co., Ltd.; | ||||||
|
83. | Sales Contract dated March 8, 2009, between QiGi and Guangzhou Hengmi Maoyi Co., Ltd.; | ||||||
|
84. | Sales Contract dated March 8, 2009, between QiGi and Dongguang Shilong Jingyingtong Electronics Co., Ltd.; | ||||||
|
85. | Sales Contract dated March 8, 2009, between QiGi and Dingming Yali Tongxun Technology Co., Ltd.; | ||||||
|
86. | Machinery Purchase Contract dated March 9, 2009, between QiGi and Guangdong Hexing Technology Co., Ltd.; | ||||||
|
87. | Machinery Purchase Contract dated March 10, 2009, between QiGi and Hangzhou Guangyuan Technology Co., Ltd.; |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
88. | Sales Contract dated March 12, 2009, between QiGi and Changsha Zhongtian Tongxun Technology Co., Ltd.; | ||||||
|
89. | Sales Contract dated March 16, 2009, between QiGi and Kunming Wuyao Tongxun Equipment Co., Ltd.; | ||||||
|
90. | Sales Contract dated March 16, 2009, between QiGi and Beijing Hanming Tongxing Technology Co., Ltd.; | ||||||
|
91. | Sales Contract dated March 16, 2009, between QiGi and Nanjing Yingxshui Tongxun Co., Ltd.; | ||||||
|
92. | Sales Contract dated March 16, 2009, between QiGi and Hunan Yinyuan Zhongxing Information Technology Co., Ltd.; | ||||||
|
93. | Sales Contract dated March 16, 2009, between QiGi and Kunming Xingkangcheng Information Technology Co., Ltd.; | ||||||
|
94. | Order Form dated March 25, 2009, between QiGi and Dexing Wireless Tongxun Technology ( Beijing ) Co., Ltd.; | ||||||
|
95. | Sales Contract dated March 27, 2009, between QiGi and Yiwu Daoye Internet Technology Co., Ltd.; | ||||||
|
96. | Sales Contract dated April 1, 2009, between QiGi and Yancheng Tinghu District Qiandao Tongxun Machinery Co., Ltd.; | ||||||
|
97. | Sales Contract dated April 2, 2009, between QiGi and Xuzhou Sanjiu Intelligence Tongxun Co., Ltd.; | ||||||
|
98. | Sales Contract dated April 2, 2009, between QiGi and Xiamen Huidesheng Maoyi Co., Ltd.; | ||||||
|
99. | Sales Contract dated April 2, 2009, between QiGi and Wuhan Feiyang Technology Co., Ltd.; | ||||||
|
100. | Sales Contract dated April 3, 2009, between QiGi and Tianjing Meiritong Shangmao Co., Ltd. ; | ||||||
|
101. | Sales Contract dated April 3, 2009, between QiGi and Suzhou Jingpai Mobile Phone Internet Co., Ltd.; | ||||||
|
102. | Sales Contract dated April 3, 2009, between QiGi and Shenzhen Guoxing Tongxun Technology Co., Ltd.; | ||||||
|
103. | Sales Contract dated April 13, 2009, between QiGi and Shanghai Shoushang Intelligence Tongxun Equipment Company; |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
104. | Machinery Purchase Contract dated April 3, 2009, between QiGi and Shenzhen Zhongke Tianbo Technology Co., Ltd.; | ||||||
|
105. | Sales Contract dated April, 2009, between QiGi and Shenzhen Quanqi Digital Co., Ltd.; | ||||||
|
106. | Sales Contract dated April, 2009, between QiGi and Hefei Jiada Tongxun Technology Co., Ltd.; | ||||||
|
107. | Sales Contract dated April 4, 2009, between QiGi and Shanghai Liangzeng Gongmao Co., Ltd.; | ||||||
|
108. | Sales Contract dated April 4, 2009, between QiGi and Qingdao Jingweitiandi Electronics Co., Ltd.; | ||||||
|
109. | Sales Contract dated April 4, 2009, between QiGi and Nanjing Lanbiao Digital Technology Co., Ltd.; | ||||||
|
110. | Sales Contract dated April 4, 2009, between QiGi and Nanjing Chaoyue Tongxun Equipment Co., Ltd.; | ||||||
|
111. | Sales Contract dated April 4, 2009, between QiGi and Kunming Hengshen Tongxun Co., Ltd.; | ||||||
|
112. | Sales Contract dated April 6, 2009, between QiGi and Jinan Depu Tongxing Equipment Co., Ltd.; | ||||||
|
113. | Sales Contract dated April 6, 2009, between QiGi and Huizhou Yicheng Technology Co., Ltd.; | ||||||
|
114. | Sales Contract dated April 7, 2009, between QiGi and Henan Ruite Tongxun Equipment Co., Ltd.; | ||||||
|
115. | Sales Contract dated April 8, 2009, between QiGi and Hangzhou Yongquan Maoyi Co., Ltd.; | ||||||
|
116. | Sales Contract dated April 8, 2009, between QiGi and Guangzhou Chuangwei Electronics Technology Co., Ltd.; | ||||||
|
117. | Sales Contract dated April 8, 2009, between QiGi and Hanzhou Renxing Digital Technology Co., Ltd.; | ||||||
|
118. | Sales Contract dated April 8, 2009, between QiGi and Foshan Nanhaitianjun Electronics Co., Ltd.; | ||||||
|
119. | Sales Contract dated April 8, 2009, between QiGi and Dongguang Lianyu Electronics Co., Ltd.; | ||||||
|
120. | Sales Contract dated April 8, 2009, between QiGi and Dalian Sanheweiye Digital Technology Co., Ltd.; |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
121. | Sales Contract dated April 8, 2009, between QiGi and; Beijing Bode Technology Service Co., Ltd. | ||||||
|
122. | Sales Contract dated April, 2009, between QiGi and Chengdu Huadao Shangmao Co., Ltd.; | ||||||
|
123. | Sales Contract dated April, 2009, between QiGi and Changde Yongxiang Maoyi Co., Ltd.; | ||||||
|
124. | Sales Contract dated April, 2009, between QiGi and Wuhan Zhongguang Tongxing Company; | ||||||
|
125. | Sales Contract dated April, 2009, between QiGi and Shandong Zhonglu Tongxing Technology Co., Ltd.; | ||||||
|
126. | Sales Contract dated April, 2009, between QiGi and Zhengzhou Ridianhua Information Technology Co., Ltd.; | ||||||
|
127. | Sales Contract dated April, 2009, between QiGi and Yunan Dianxing Co., Ltd. Information Technology Company; | ||||||
|
128. | Machinery Purchase Contract dated April 15, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.; | ||||||
|
129. | Sales Contract dated April 16, 2009, between QiGi and Guangzhou Technology Tongxing Technology Co., Ltd.; | ||||||
|
130. | Machinery Purchase Contract dated April 16, 2009, between QiGi and Hangzhou Guangyuan Technology Co., Ltd.; | ||||||
|
131. | Machinery Purchase Contract dated April 18, 2009, between QiGi and Guangdong Hexing Technology Co., Ltd.; | ||||||
|
132. | Sales Contract dated May 4, 2009, between QiGi and Tianjing Meiritong Shangmao Co., Ltd.; | ||||||
|
133. | Sales Contract dated May 5, 2009, between QiGi and Changsha Jianfengchaoliu Tongxun Equipment Company; | ||||||
|
134. | Sales Contract dated May 6, 2009, between QiGi and Shenzhen Lindawei Electronics Technology Shiye Co., Ltd. ; | ||||||
|
135. | Sales Contract dated May 6, 2009, between QiGi and Chongming Yali Tongxun Technology Co., Ltd.; | ||||||
|
136. | Sales Contract dated May 7, 2009, between QiGi and Jinan Depu Tongxing Equipment Co., Ltd.; |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
137. | Sales Contract dated May 7, 2009, between QiGi and Guangzhou Yuanchang Maoyi Co., Ltd.; | ||||||
|
138. | Sales Contract dated May 7, 2009, between QiGi and Chengdu Hanbo Shangmao Co., Ltd. | ||||||
|
139. | Sales Contract dated May 8, 2009, between QiGi and Chongqing Bada Electronics Constructino Co., Ltd.; | ||||||
|
140. | Sales Contract dated May 8, 2009, between QiGi and Taiyuan Tianfuweiye Tongxun Machinery Co., Ltd.; | ||||||
|
141. | Machinery Purchase Contract dated May 10, 2009, between QiGi and Shenzhen Zhongke Tianbo Technology Co., Ltd.; | ||||||
|
142. | Machinery Purchase Contract dated May 11, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.; | ||||||
|
143. | Sales Contract dated May 11, 2009, between QiGi and Shenzhen Jingyushikong Tongxun Equipment Co., Ltd.; | ||||||
|
144. | Sales Contract dated May 12, 2009, between QiGi and Shenzhen Quanqi Digital Co., Ltd.; | ||||||
|
145. | Machinery Purchase Contract dated May 12, 2009, between QiGi and Guangzhou Technology Tongxing Technology Co., Ltd.; | ||||||
|
146. | Machinery Purchase Contract dated May 12, 2009, between QiGi and Hangzhou Guangyuan Technology Co., Ltd.; | ||||||
|
147. | Sales Contract dated May 12, 2009, between QiGi and Wuhan Zhongyu Electronics Co., Ltd.; | ||||||
|
148. | Sales Contract dated May 12, 2009, between QiGi and Shanghai E-te Digital Co., Ltd.; | ||||||
|
149. | Sales Contract dated May 13, 2009, between QiGi and Yunan Geling Digital Technology Co., Ltd.; | ||||||
|
150. | Sales Contract dated May 13, 2009, between QiGi and Beijing Yihengteng Technology Development Co., Ltd.; | ||||||
|
151. | Sales Contract dated May 14, 2009, between QiGi and Huizhou Yicheng Technology Co., Ltd.; | ||||||
|
152. | Sales Contract dated May 14, 2009, between QiGi and Shijiazhuang Tianwen Tongxun Machinery Co., Ltd.; | ||||||
|
153. | Sales Contract dated May 15, 2009, between QiGi and Nanjing Runlv Electronics Co., Ltd.; |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
154. | Sales Contract dated May 15, 2009, between QiGi and Wuhan Jiayuan Digital Technology Co., Ltd.; | ||||||
|
155. | Sales Contract dated May 18, 2009, between QiGi and Nanjing Lanbiao Digital Technology Co., Ltd.; | ||||||
|
156. | Sales Contract dated May 18, 2009, between QiGi and Hangzhou Yongquan Maoyi Co., Ltd.; | ||||||
|
157. | Sales Contract dated May i9, 2009, between QiGi and Guangzhou Chuangwei Electronics Technology Co., Ltd.; | ||||||
|
158. | Sales Contract dated May 20, 2009, between QiGi and Foshan Nanhai Tianjun Electronics Co., Ltd.; | ||||||
|
159. | Sales Contract dated May 22, 2009, between QiGi and Henan Jielong Tongxing Technology Co., Ltd.; | ||||||
|
160. | Order Form dated May 22, 2009, between QiGi and Dexing Intelligence Mobile Phone Technology ( Beijing ) Co., Ltd.; | ||||||
|
161. | Sales Contract dated May 25, 2009, between QiGi and Guangzhou Xiangjin Digital Technology Co., Ltd.; | ||||||
|
162. | Sales Contract dated May 28, 2009, between QiGi and Changde Yongxiang Maoyi Co., Ltd.; | ||||||
|
163. | Sales Contract dated May 28, 2009, between QiGi and Langfang Langbo Tongxun Electronics Technology Co., Ltd.; | ||||||
|
164. | Sales Contract dated May 29, 2009, between QiGi and Chengdu Jiashi Shiye Jingchukou Maoyi Co., Ltd.; | ||||||
|
165. | Sales Contract ated May 29, 2009, between QiGi and Xingqianggongzhong Information Chanye Co., Ltd.; | ||||||
|
166. | Sales Contract dated June 1, 2009, between QiGi and Henan Zhongzheng Tongxun Co., Ltd.; | ||||||
|
167. | Sales Contract dated June 1, 2009, between QiGi and Hangzhou Jingpusheng Technology Co., Ltd.; | ||||||
|
168. | Sales Contract dated June 2, 2009, between QiGi and Kunming Bangsheng Technology Co., Ltd. | ||||||
|
169. | Machinery Purchase Contract dated June 3, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.; |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
170. | Order Form dated June 4, 2009, between QiGi and Dexing Intelligence Mobile Phone Technology (HK) Co., Ltd.; | ||||||
|
171. | Sales Contract dated June 5, 2009, between QiGi and Kunming Wuyao Tongxun Equipment Co., Ltd.; | ||||||
|
172. | Machinery Purchase Contract dated June 7, 2009, between QiGi and Shenzhen Zhongketianbo Technology Co., Ltd.; | ||||||
|
173. | Sales Contract dated June 8, 2009, between QiGi and Nanning Hengrongchang Shangmao Co., Ltd.; | ||||||
|
174. | Sales Contract dated June 8, 2009, between QiGi and Rizhao Taitong Electronics Co., Ltd.; | ||||||
|
175. | Machinery Purchase Contract dated June 8, 2009, between QiGi and Hangzhou Guangyuan Technology Co., Ltd.; | ||||||
|
176. | Machinery Purchase Contract dated June 9, 2009, between QiGi and Guangzhou Technology Tongxing Technology Co., Ltd.; | ||||||
|
177. | Sales Contract dated June 9, 2009, between QiGi and Zhuhai Sankeng Electronics Technology Co., Ltd.; | ||||||
|
178. | Sales Contract dated June 10, 2009, between QiGi and Zhuhai Shunlian Electronics Co., Ltd.; | ||||||
|
179. | Sales Contract dated June 10, 2009, between QiGi and Chongqing Kemei Tongxun Equipment Co., Ltd.; | ||||||
|
180. | Sales Contract dated June 11, 2009, between QiGi and Zhenzhou Yuguang Shangmao Company; | ||||||
|
181. | Sales Contract dated June 11, 2009, between QiGi and Shijiazhuang Tianwen Tongxun Machinery Co., Ltd.; | ||||||
|
182. | Sales Contract dated June 12, 2009, between QiGi and Beijing Yihengteng Technology Development Co., Ltd.; | ||||||
|
183. | Sales Contract dated June 15, 2009, between QiGi and Qingdao Jingweitiandi Electronics Co., Ltd.; | ||||||
|
184. | Sales Contract dated June 15, 2009, between QiGi and Shanghai Situman Dianxing Technology Co., Ltd.; | ||||||
|
185. | Sales Contract dated June, 2009, between QiGi and Quanzhou Huachen Dianxun Maoyi Co., Ltd.; | ||||||
|
186. | Sales Contract dated June 18, 2009, between QiGi and Guangzhou Hengyoumi Maoyi Co., Ltd. |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
187. | Sales Contract dated June 19, 2009, between QiGi and Guangzhou Yuanchang Maoyi Co., Ltd.; | ||||||
|
188. | Sales Contract dated June, 2009, between QiGi and Fujian Huaqiao Shiye Group Company; | ||||||
|
189. | Sales Contract dated June, 2009, between QiGi and Changzhou Yuntuo Shangmao Co., Ltd.; | ||||||
|
190. | Sales Contract dated June 22, 2009, between QiGi and Changsha Zhongtiantong Technology Co., Ltd.; | ||||||
|
191. | Sales Contract dated June 22, 2009, between QiGi and Nanjing Yingshui Tongxun Co., Ltd.; | ||||||
|
192. | Sales Contract dated June 23, 2009, between QiGi and Shanghai Yitianxia Technology Co., Ltd.; | ||||||
|
193. | Sales Contract dated June, 2009, between QiGi and Shenzhen Chuangfeier Electronics Technology Co., Ltd.; | ||||||
|
194. | Sales Contract dated June, 2009, between QiGi and Shanghai Longding Shangwu Co., Ltd.; | ||||||
|
195. | Sales Contract dated June 26, 2009, between QiGi and Shenzhen Jingbaolong Digital Technology Co., Ltd.; | ||||||
|
196. | Sales Contract dated June 26, 2009, between QiGi and Shishi Fanhua Dianxun Maoyi Co., Ltd.; | ||||||
|
197. | Sales Contract dated June 26, 2009, between QiGi and Tianjing Chiwu Tongxun Technology Co., Ltd.; | ||||||
|
198. | Sales Contract dated June 29, 2009, between QiGi and Wuhan Bohong Information Technology Co., Ltd.; | ||||||
|
199. | Sales Contract dated June 29, 2009, between QiGi and Shanxi Fanggeng Technology Development Co., Ltd.; | ||||||
|
200. | Sales Contract dated June 30, 2009, between QiGi and Tianjin Tiandiweiye Technology Co., Ltd.; | ||||||
|
201. | Sales Contract dated June, 2009, between QiGi and Shandong Yiwei Information Technology Co., Ltd.; | ||||||
|
202. | Sales Contract dated June, 2009, between QiGi and Beijing Taihang Jiye Technology Development Co., Ltd.; | ||||||
|
203. | Sales Contract dated July 1, 2009, between QiGi and Chongqing Zhangshangqiankun Digital Technology Co., Ltd.; |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
204. | Sales Contract dated July 1, 2009, between QiGi and Dalian Sanheweiye Digital Technology Co., Ltd.; | ||||||
|
205. | Sales Contract dated July 2, 2009, between QiGi and Beijing Bode Technology Service Co., Ltd. ; | ||||||
|
206. | Machinery Purchase Contract dated July 2, 2009, between QiGi and Hangzhou Guanyuan Technology Co., Ltd.; | ||||||
|
207. | Machinery Purchase Contract dated July 3, 2009, between QiGi and Hangzhou Guanyuan Technology Co., Ltd.; | ||||||
|
208. | Sales Contract ated July 3, 2009, between QiGi and Dongguang Lianyu Electronics Co., Ltd.; | ||||||
|
209. | Sales Contract dated July, 2009, between QiGi and Guangzhou Chuangwei Electronics Technology Co., Ltd.; | ||||||
|
210. | Sales Contract dated July, 2009, between QiGi and Hangzhou Yongquan Maoyi Co., Ltd.; | ||||||
|
211. | Sales Contract dated July, 2009, between QiGi and Nanjing Chaoyue Tongxun Equipment Co., Ltd.; | ||||||
|
212. | Sales Contract dated July, 2009, between QiGi and Wuhan Feiyang Technology Co., Ltd.; | ||||||
|
213. | Sales Contract dated July, 2009, between QiGi and Chengdu Gongling Shengan Information Systems Co., Ltd.; | ||||||
|
214. | Sales Contract dated July 6, 2009, between QiGi and Hanzhou Renxingshu Technology Co., Ltd. ; | ||||||
|
215. | Sales Contract dated July 6, 2009, between QiGi and Hefei Jiada Tongxun Technology Co., Ltd. ; | ||||||
|
216. | Sales Contract dated July 7, 2009, between QiGi and Huizhou Yicheng Technology Co., Ltd.; | ||||||
|
217. | Machinery Purchase Contract dated July 7, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.; | ||||||
|
218. | Sales Contract dated July 8, 2009, between QiGi and Henan Ruite Tongxun Equipment Co., Ltd.; | ||||||
|
219. | Sales Contract dated July 8, 2009, between QiGi and Henan Depu Tongxing Equipment Co., Ltd. ; |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
220. | Sales Contract dated July 9, 2009, between QiGi and Kunming Hengsheng Tongxun Co., Ltd.; | ||||||
|
221. | Sales Contract dated July 9, 2009, between QiGi and Nanjing Lanbiao Digital Technology Co., Ltd.; | ||||||
|
222. | Sales Contract dated July 10, 2009, between QiGi and Shanghai Liangzenggongmao Co., Ltd.; | ||||||
|
223. | Sales Contract dated July 10, 2009, between QiGi and Qingdao Jingweitiandi Electronics Co., Ltd.; | ||||||
|
224. | Sales Contract dated July 13, 2009, between QiGi and Shenzhen Quangqi Digital Co., Ltd.; | ||||||
|
225. | Machinery Purchase Contract dated July 13, 2009, between QiGi and Guangzhou Technology Tongxing Technology Co., Ltd. | ||||||
|
226. | Sales Contract dated July 13, 2009, between QiGi and Shanghai Shoushang Intelligence Tongxun Equipment Company; | ||||||
|
227. | Sales Contract dated July 15, 2009, between QiGi and Shenzhen Guoxing Tongxun Technology Co., Ltd.; | ||||||
|
228. | Sales Contract dated July 15, 2009, between QiGi and Suzhou Jingpai Mobile Phone Internet Co., Ltd.; | ||||||
|
229. | Sales Contract dated July 16, 2009, between. QiGi and Xiamen Huidesheng Maoyi Co., Ltd.; | ||||||
|
230. | Sales Contract dated July 16, 2009, between QiGi and Xuzhou Sanjiu Intelligence Tongxun Co., Ltd.; | ||||||
|
231. | Sales Contract dated July 18, 2009, between QiGi and Yanhu Tinghu District Qiandao Tongxun Machinery Co., Ltd.; | ||||||
|
232. | Sales Contract dated July 20, 2009, between QiGi and Yiwu Daoye Internet Technology Co., Ltd.; | ||||||
|
233. | Sales Contract dated July 20, 2009, between QiGi and Kunming Xingkangcheng Information Technology Co., Ltd.; | ||||||
|
234. | Sales Contract dated July 21, 2009, between QiGi and Beijing Mobile Xingzhi Tongxun Technology Co., Ltd.; | ||||||
|
235. | Sales Contract dated July 21, 2009, between QiGi and Taiyuan Huilin Tongxing Information Technology Co., Ltd.; |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
236. | Machinery Purchase Contract dated August 2, 2009, between QiGi and Shenzhen Zhongke Tianbo Technology Co., Ltd.; | ||||||
|
237. | Machinery Purchase Contract dated August 3, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.; | ||||||
|
238. | Sales Contract dated August 4, 2009, between QiGi and Chengdu Huadao Shangmao Co., Ltd.; | ||||||
|
239. | Sales Contract dated August 4, 2009, between QiGi and Guangzhou Zhongxian Electronics Technology Co., Ltd. ; | ||||||
|
240. | Sales Contract dated August 4, 2009, between QiGi and Wuxi Intelligence Mobile Phone Technology Service Company; | ||||||
|
241. | Machinery Purchase Contract dated August 5, 2009, between QiGi and Guangzhou Technology Tongxing Technology Co., Ltd.; | ||||||
|
242. | Sales Contract dated August, 2009, between QiGi and Xuzhou Yitong Intelligence Tongxun Co., Ltd.; | ||||||
|
243. | Sales Contract dated August, 2009, between QiGi and Chongqing Feihong Mobile Tongxun Machinery Co., Ltd.; | ||||||
|
244. | Sales Contract dated August, 2009, between QiGi and Taiyuan Tianfuweiye Tongxun Machinery Co., Ltd.; | ||||||
|
245. | Sales Contract dated August, 2009, between QiGi and Shanghai E-te Digital Co., Ltd.; | ||||||
|
246. | Sales Contract dated August, 2009, between QiGi and Wuhan Jiayuan Digital Technology Co., Ltd.; | ||||||
|
247. | Sales Contract dated August, 2009, between QiGi and Nanjing Lanbiao Digital Technology Co., Ltd.; | ||||||
|
248. | Sales Contract dated August, 2009, between QiGi and Foshan Nanhaitianjun Electronics Co., Ltd.; | ||||||
|
249. | Sales Contract dated August, 2009, between QiGi and Zhenzhou Ridianhua Information Technology Co., Ltd.; | ||||||
|
250. | Sales Contract dated August, 2009, between QiGi and Yunnan Dianxing Co., Ltd. Information Technology Company; |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
251. | Sales Contract dated August 7, 2 009, between QiGi and Jinan Depu Tongxing Equipment Co., Ltd.; | ||||||
|
252. | Sales Contract dated August 7, 2009, between QiGi and Dingmingyali Tongxun Technology Co., Ltd.; | ||||||
|
253. | Sales Contract dated August 10, 2009, between QiGi and Shenzhen Lindawei Electronics Technology Shiye Co., Ltd. ; | ||||||
|
254. | Sales Contract dated August 10, 2009, between QiGi and Changshajianchaoliu Tongxun Equipment Company; | ||||||
|
255. | Sales Contract dated August 13, 2009, between QiGi and Dianjin Meiritong Shangmao Co., Ltd.; | ||||||
|
256. | Sales Contract dated August 17, 2009, between QiGi and Shenzhen Jinyushikong Tongxun Equipment Co., Ltd.; | ||||||
|
257. | Sales Contract dated August 19, 2009, between QiGi and Shenzhen Quanqi Digital Co., Ltd.; | ||||||
|
258. | Sales Contract dated August 19, 2009, between QiGi and Wuhan Zhongyu Electronics Co., Ltd.; | ||||||
|
259. | Sales Contract dated August 21, 2009, between QiGi and Yunnan Gelin Digital Technology Co., Ltd.; | ||||||
|
260. | Sales Contract dated August 21, 2009, between QiGi and Beijing Yihengteng Technology Development Co., Ltd.; | ||||||
|
261. | Sales Contract dated August 24, 2009, between QiGi and Huizhou Yicheng Technology Co., Ltd.; | ||||||
|
262. | Sales Contract dated August 27, 2009, between QiGi and Guangzhou Chuangwei Electronics Technology Co., Ltd.; | ||||||
|
263. | Sales Contract dated August 28, 2009, between QiGi and Henan Jielong Tongxing Technology Co., Ltd.; | ||||||
|
264. | Sales Contract dated August 28, 2009, between QiGi and Guangzhou Xiangjing Digital Technology Co., Ltd.; | ||||||
|
265. | Sales Contract dated August 31, 2009, between QiGi and Changde Yongxiang Maoyi Co., Ltd.; | ||||||
|
266. | Sales Contract dated August 31, 2009, between QiGi and Hunan Yingyuan Zhongxing Information Technology Co., Ltd.; |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
267. | Sales Contract dated September 1, 2009, between QiGi and Yunan Dianxing Co., Ltd.; | ||||||
|
268. | Sales Contract dated September 1, 2009, between QiGi and Shanghai Yitianxia Technology Co., Ltd.; | ||||||
|
269. | Sales Contract dated September 2, 2009, between QiGi and Shenzhen Jingbaolong Digital Technology Co., Ltd.; | ||||||
|
270. | Machinery Purchase Contract dated September 2, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.; | ||||||
|
271. | Machinery Purchase Contract dated September 2, 2009, between QiGi and Shenzhen Zhongketianbo Technology Co., Ltd.; | ||||||
|
272. | Machinery Purchase Contract dated September 3, 2009, between QiGi and Shenzhen Zhongketianbo Technology Co., Ltd.; | ||||||
|
273. | Sales Contract dated September, 2009, between QiGi and Shenzhen Chuangfeier Electronics Technology Co., Ltd.; | ||||||
|
274. | Sales Contract dated September, 2009, between QiGi and Nanjing Yingshui Tongxun Co., Ltd.; | ||||||
|
275. | Sales Contract dated September, 2009, between QiGi and Guangzhou HengmiMaoyi Co., Ltd.; | ||||||
|
276. | Sales Contract dated September, 2009, between QiGi and Beijing Hanmingtongxing Technology Co., Ltd.; | ||||||
|
277. | Sales Contract dated September, 2009, between QiGi and Kunming Zhaosheng Technology Co., Ltd.; | ||||||
|
278. | Sales Contract dated September, 2009, between QiGi and Kunming Wuyao Tongxun Equipment Co., Ltd. ; | ||||||
|
279. | Sales Contract dated September, 2009, between QiGi and Dongguang Lianyu Electronics Co., Ltd.; | ||||||
|
280. | Sales Contract dated September, 2009, between QiGi and Shijiazhuang Tianwen Tongxun Machinery Co., Ltd. | ||||||
|
281. | Sales Contract dated September, 2009, between QiGi and Changzhou Yuntuo Shangmao Co., Ltd.; | ||||||
|
282. | Sales Contract dated September, 2009, between QiGi and Chengdu Jiashi Shiye Jingchukou Maoyi Co., Ltd.; |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
283. | Sales Contract dated September, 2009, between QiGi and Zhengzhou Ridianhua Information Technology Co., Ltd.; | ||||||
|
284. | Sales Contract dated September, 2009, between QiGi and Xingqianggongzhong Information Chanye Co., Ltd.; | ||||||
|
285. | Sales Contract dated September, 2009, between QiGi and Langzhou Bolang Tongxun Electronics Technology Co., Ltd.; | ||||||
|
286. | Sales Contract dated September 4, 2009, between QiGi and Shanghai Longdingshangwu Co., Ltd.; | ||||||
|
287. | Sales Contract dated September 4, 2009, between QiGi and Changsha Zhongtian Tongxun Technology Co., Ltd.; | ||||||
|
288. | Sales Contract dated September 4, 2009, between QiGi and Shanghai Longding Shangwu Co., Ltd.; | ||||||
|
289. | Sales Contract dated September 7, 2009, between QiGi and Guangzhou Yuanchang Maoyi Co., Ltd.; | ||||||
|
290. | Machinery Purchase Contract dated September 8, 2009, between QiGi and Guangzhou Technology Tongxing Technology Co., Ltd.; | ||||||
|
291. | Advertising Information Distribution Contract dated September 8, 2009, between QiGi and Beijing Chaomeng Internet Xingkemao Co., Ltd.; | ||||||
|
292. | Sales Contract dated September 9, 2009, between QiGi and Quanzhou Huachendianxun Maoyi Co., Ltd.; | ||||||
|
293. | Sales Contract dated September 9, 2009, between QiGi and Qingdao Jingweitiandi Electronics Co., Ltd.; | ||||||
|
294. | Machinery Purchase Contract dated. September 10, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.; | ||||||
|
295. | Machinery Purchase Contract dated September 10, 2009, between QiGi and Shenzhen Zhongketianbo Technology Co., Ltd.; | ||||||
|
296. | Sales Contract dated September 11, 2009, between QiGi and Hefei Jiada Tongxun Technology Co., Ltd.; | ||||||
|
297. | Sales Contract dated September 11, 2009, between QiGi and Xiamen Shihuidesheng Maoyi Co., Ltd.; |
Section Number | Specific Disclosure | |||||||
|
||||||||
|
298. | Sales Contract dated September 14, 2009, between QiGi and Chongqing Tiandisheyuan Shangmao Co., Ltd.; | ||||||
|
299. | Sales Contract dated September 14, 2009, between QiGi and Henan Zhongzheng Tongxun Co., Ltd.; | ||||||
|
300. | Sales Contract dated September 16, 2009, between QiGi and Hangzhou Jingpusheng Technology Co., Ltd.; | ||||||
|
301. | Sales Contract dated September 17, 2009, between QiGi and Nanning Hengrongchang Shangmao Co., Ltd.; | ||||||
|
302. | Sales Contract dated September 17, 2009, between QiGi and Rizhao Taitong Electronics Co., Ltd.; | ||||||
|
303. | dated September 20, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.; | ||||||
|
304. | Sales Contract dated September 21, 2009, between QiGi and Zhuhai Sankeng Electronics Technology Co., Ltd.; | ||||||
|
305. | Sales Contract dated September 21, 2009, between QiGi and Chongqing Kemei Tongxun Equipment Co., Ltd.; | ||||||
|
306. | Sales Contract dated September 23, 2009, between QiGi and Zhengzhou Yuguang Shangmao Company; | ||||||
|
307. | Sales Contract dated September 25, 2009, between QiGi and Beijing Yihengteng Technology Development Co., Ltd.; | ||||||
|
308. | Sales Contract dated September 28, 2009, between QiGi and Shanghai Situmandianxing Technology Co., Ltd.; | ||||||
|
309. | Sales Contract dated September 28, 2009, between QiGi and Fujian Huaqiao Shiye Group Company; | ||||||
|
310. | Sales Contract dated September 29, 2009, between QiGi and Shandongzhonglu Tongxing Technology Co., Ltd.; | ||||||
|
311. | Sales Contract dated September 30, 2009, between QiGi and Tianjin Tiandiweiye Technology Co., Ltd. |
Section Number | Specific Disclosure | |
|
||
Section 10.2
|
nil | |
Section 10.4
|
nil | |
Section 11.1
|
nil | |
Section 11.3
|
nil | |
Section 13
|
nil | |
Section 15
|
nil | |
Section 16.1
|
nil | |
Section 16.4
|
nil | |
Section 16.7
|
All the employees of the Domestic Company have participated in the mandatory social insurance scheme and the housing funds scheme. | |
Section 17
|
nil | |
Section 18
|
nil | |
Section 22
|
nil | |
Section 23.1
|
nil | |
Section 23.2
|
nil |
1. |
Authorization
.
|
2. |
Compliance with other Instruments
.
|
3. |
Disclosure of Information
.
|
4. |
Purchase Entirely for Own Account
.
|
Shareholders
Shareholders
(Class B Ordinary
(Ordinary Shares)
Shares)
Number
Percentage
96
96
%
China Techfaith Wireless Communication Technology Limited
4
4
%
100
100
%
1. |
Techfaith Wireless Communication Technology (Hangzhou) Ltd., a limited liability company duly
incorporated and validly existing under the laws of the PRC, with its domicile at the podium
building of Building 1, No. 4028 South Ring Road, Binjiang District, Hangzhou, its
registration number of business license for enterprise legal person being 330100400006332, and
its legal representative being Wang Zhongbao (hereinafter referred to as Party A);
|
2. |
Techfaith Intelligent Handset Technology (Beijing) Ltd., a limited liability company duly
incorporated and validly existing under the laws of the PRC, with its domicile at Building 1,
No. 13 Yong Chang North Road, Beijing Economic-Technological Development Area (Yizhuang),
Beijing, its registration number of business license for enterprise legal person being
110000410270278, and its legal representative being Dong Deyou (hereinafter referred to as
Party B); and
|
3. |
Beijing E-Town International Investment & Development Co., Ltd., a limited liability company
duly incorporated and validly existing under the laws of the PRC, with its domicile at Room
405, No. 10 Hongda North Road, Beijing Economic-Technological Development Area, Beijing, its
registration number of business license for enterprise legal person being 10302011626480, and
its legal representative being Zhao Guangyi (hereinafter referred to as Party C).
|
1. |
Representation and Warranties
|
1.1 |
It did not participate in any fraudulent activities that will cause significant adverse
effects on any matters under the Agreement or on the Other Parities;
|
1.2 |
The Parties guarantee that their signing and performance of the Agreement does not violate
any existing applicable laws of the PRC, any existing provisions of any Chinese government
department, any existing judgment, ruling or decision of any court, arbitral tribunal or
administrative department, any of their corporate documents, or any agreement, license or any
other document binding upon them, made when or before the Agreement is executed; and
|
1.3 |
The parties guarantee that they are not subjects of dissolution, liquidation, or bankruptcy,
did not and will not distribute their assets among their creditors and/or shareholders for the
purpose of cease of their operations; they have not received any administrative order on,
filed any application for, adopted any resolution on, or convened any meeting for dissolution,
liquidation, or bankruptcy; and no event that can or will cause the filing of an application
for any abovementioned dissolution, liquidation, or bankruptcy of them according to any
applicable laws, regulations, or policies has occurred.
|
2. |
Incorporation of the Joint Venture Company
|
2.1 |
The Parties agree that they will incorporate a joint venture company in accordance with the
Company Law of the Peoples Republic of China
, other relevant laws and regulations and the
provisions in this Agreement as soon as possible after the execution of the Agreement.
|
2.2 |
The joint venture company is a limited liability company to be incorporated in Daxing
District, Beijing under the laws of the PRC.
|
3. |
Business Scope and Term of the Joint Venture Company
|
3.1 |
The business scope of the joint venture company covers the development and production of
mobile communication terminal equipment; manufacture of mobile phones, base stations, exchange
equipment, and digital-set system equipment of mobile communication systems (including GSM,
CDMA, DCS1800, DECT, and IMT2000); transfer of self-owned technology, technological
development, technical consultations; and sales of self-made products.
|
3.2 |
The Parities shall make joint efforts to appropriately expand the business scope of the joint
venture company according to its business development needs in accordance with relevant laws
and regulations of the PRC through friendly consultations.
|
3.3 |
The operating period of the joint venture company under the Agreement shall be thirty (30)
years.
|
4. |
Registered Capital of the Joint Venture Company
|
4.1 |
Registered capital. The registered capital of the joint venture company under the Agreement
shall be RMB five hundred million (RMB 500,000,000).
|
4.2 |
Capital contribution. The contribution to the registered capital shall be made in four
installments. In the first installment, Party A and Party C shall make contribution to the
registered capital in monetary form; in the second installment, Party B shall make
contribution to the registered capital with its land-use right the value of which is shalll
be the evaluated price accepted by the Parties, and the deficiency (if any) of the value of
the land-use right shall be made up by Party B in monetary form. The evaluation of the
land-use right shall be conducted by reference to the cost price paid by Party B for acquiring
the land-use right by a qualified assets evaluation company that is engaged by the joint
venture company and recognized by the Parties and the aforementioned cost price shall include
and be limited to the sum of the transaction price as well as relevant taxes and charges that
have been paid by Party B for acquiring the land-use right and can be verified by Party B by
presenting relevant transaction evidences such as the invoice; in the third installment, Party
C shall make contribution to the registered capital in monetary form; and in the fourth
installment, Party A and Party C shall make contribution to the registered capital in monetary
form.
|
4.3 |
Proportion of equity. Party A shall hold 49%, Party B 11%, and Party C 40% of the shares of
the joint venture company.
|
4.4 |
Amount (unit: RMB ten thousand), time and form of the capital contributions are as follows:
|
Name of Shareholder | Party A | Party B | Party C | Total | ||||
Subscribed capital contribution
|
24,500 | 5,500 | 20,000 | 50,000 | ||||
Ratio of contribution
|
49% | 11% | 40% | 100% | ||||
The first installment
|
||||||||
Amount of capital contribution
|
9,000 | 6,000 | 15,000 | |||||
Form of capital contribution
|
In monetary form | In monetary form | ||||||
Time of capital contribution
|
Prior to April 30, 2011 | Prior to April 30, 2011 |
Name of Shareholder | Party A | Party B | Party C | Total | ||||
The second installment
|
||||||||
Amount of capital contribution
|
5,500 | 5,500 | ||||||
Form of capital contribution
|
Land-use right, the deficiency of which shall be made up in monetary form | |||||||
Time of capital contribution
|
Prior to November 30, 2011 | |||||||
The third installment
|
||||||||
Amount of capital contribution
|
3,667 | 3,667 | ||||||
Form of capital contribution
|
In monetary form | |||||||
Time of capital contribution
|
Prior to December 30, 2011 | |||||||
The fourth installment
|
||||||||
Amount of capital contribution
|
15,500 | 10,333 | 25,833 | |||||
Form of capital contribution
|
In monetary form | In monetary form | ||||||
Time of capital contribution
|
Prior to April 30, 2013 | Prior to April 30, 2013 |
5. |
The Shareholders Meeting of the Joint Venture Company
|
5.1 |
The shareholders meetings shall be composed of all the shareholders and is the authority of
the joint venture company. The shareholders meetings include regular meetings, which shall be
convened yearly by the board of directors and presided over by the chairman of the board of
directors, and temporary meetings, which shall be convened upon the decision by the
shareholder(s) holding no less than one tenth (1/10) of the voting power or the proposal by no
less than one third (1/3) of the directors or supervisors of the joint venture company.
|
5.2 |
The shareholders meeting of the joint venture company has the powers and rights to:
|
5.3 |
The shareholders may exercise their voting rights in accordance with the proportions of their
capital contributions at shareholders meetings. The shareholders resolutions shall be
approved by shareholder(s) holding more than half of total voting rights, and the resolutions
on any of the matters set out in the items 6) to 12) of the section 5.2 hereof shall be
approved by shareholder(s) holding more than two thirds of total voting rights.
|
5.4 |
Other matters relating to the shareholders meetings powers and rights, convening and
resolutions shall be specified separately in the articles of association of the joint venture
company.
|
6. |
The Board of Directors of the Joint Venture Company
|
6.1 |
The joint venture company shall establish a board of directors which is the executive body of
the joint venture company. The board of directors shall be composed of five (5) directors, of
whom two (2) shall be nominated by Party A, one (1) shall be nominated by Party B, and two (2)
shall be nominated by Party C.
|
6.2 |
The board of directors shall have one chairman to be nominated by Party A and one deputy
chairman to be nominated by Party C, and both the chairman and the deputy chairman shall be
elected by the board of directors.
|
6.3 |
In the event of increase or decrease of the share capital of the joint venture company, the
number of director(s) to be nominated by each Party shall be determined according to each
Partys shareholding in the joint venture company after such increase or decrease, and the
members of the board of directors shall be re-elected.
|
6.4 |
The board of directors of the joint venture company has the powers and rights to:
|
6.5 |
The meetings of the board of directors of the joint venture company can be duly convened when
being attended by more than two thirds (2/3) of the directors.
|
6.6 |
Any resolution of the meeting of the board of directors shall be approved by affirmative
votes of more than half (1/2) of the directors, and the resolutions on any of the matters
specified in item 13) of the section Article 6.4 hereof shall be approved by affirmative votes
of more than two thirds (2/3) of the directors. In the process of voting at any meeting of the
board of directors, the one-man-one-vote system shall apply.
|
6.7 |
Other matters relating to the meeting of the board of directors powers and rights,
convening and resolutions shall be specified in the articles of association of the joint
venture company.
|
7. |
Supervisors of the Joint Venture Company
|
7.1 |
The joint venture company does not establish any board of supervisors and shall have two (2)
supervisors, of whom one shall be nominated by Party A and the other shall be nominated by
Party C, and the supervisors shall be elected by shareholders meeting.
|
7.2 |
The supervisors powers and rights shall be specified in the articles of association.
|
8. |
Senior Management of the Joint Venture Company
|
8.1 |
The joint venture company shall have one (1) general manager who shall be nominated by Party
A. The appointment or dismissal of the general manager shall be determined by the board of
directors.
|
8.2 |
The joint venture company shall have one (1) deputy general manager who shall be nominated by
Party B. The appointment or dismissal of the deputy general manager shall be determined by the
board of directors.
|
8.3 |
The joint venture company shall have one (1) chief financial officer, who shall be nominated
by Party C. The appointment or dismissal of the chief financial officer shall be determined by
the board of directors.
|
9. |
Share Transfer
|
10. |
Capital Increase
|
11. |
Distribution of Profits in the Joint Venture Company
|
12. |
Transfer of this Agreement
|
13. |
Severability of this Agreement
|
14. |
No Partnership, Cooperative Operation, Joint Operation, or Agency among the Parties
|
15. |
Taxes and Other Expenses
|
16. |
Breach and Remedy
|
16.1 |
A Party is in breach of this Agreement if:
|
16.2 |
In the event that a breaching Party fails to effectively remedy the breach within thirty (30)
days after receiving the other Parties notice, either of the other Parties is entitled to
take, at its sole discretion, one or more remedy measures set out below:
|
16.3 |
The rights and remedies specified in this Agreement are accumulative without prejudice to a
Partys rights to claim for other rights or remedies according to relevant laws.
|
17. |
Term, Modification and Termination of this Agreement
|
17.1 |
The Agreement shall remain valid and effective unless and until terminated according to
relevant laws or by the Parties according to section 17.2 hereof.
|
17.2 |
Modification and Termination of this Agreement
|
17.2.1 |
Any modification or termination of this Agreement shall be made by written agreements among
the Parties, unless a Party terminates this Agreement unilaterally according to the provisions
of this Agreement.
|
17.2.2 |
The modification or termination of this Agreement shall not affect each Partys rights to
claim for damages under this Agreement. In the event that any modification or termination of
the Agreement causes losses to a Party, the breaching party shall liable to compensate for
such losses, unless it is exempted from such liabilities by law.
|
17.2.3 |
A Party may issue a notice to terminate this Agreement (hereafter referred to as the Notice
of Termination) and this Agreement may be terminated unilaterally if:
|
18. |
Force Majeure
|
18.1 |
The force majeure means any unforeseeable, uncontrollable or unavoidable event that occurs
after this Agreement is executed, causes total or part failure to perform this Agreement and
leads to a failure to achieve the joint venture companys purposes of operation under this
Agreement. The force majeure events include strike, fires not attributable to any Party,
flood, earthquake, typhoon and other natural disasters, diseases, war (whether declared or
not), turmoil, exercise of govermental power or declaration of such exercise, actions of
legislature, court or government, blockade, embargo and shortage or disruption of energy, raw
materials or transportation.
|
18.2 |
In the event of force majeure, a Party or the Parities affected may suspend its/ their
performance of this Agreement within the scope and period affected by the force majeure, and
may postpone the performance of this Agreement to the length of period equal to that affected
by the force majeure provided that it will assume no liability for its postponement. A Party
that declares that it has been affected by the force majeure shall notify the other Parties
and the joint venture company of the same promptly in an appropriate manner and present
reasonably substantial evidences verifying the existence and the duration of the adverse
effect of the force majeure to the other Parties and the joint venture company
and shall try its best to reduce or eliminate the influence of the force majeure on its
performance of its obligations under this Agreement.
|
18.3 |
In the event of the force majeure, the Parties shall cooperate with each other to reach an
appropriate resolution and make reasonable efforts to reduce the consequences of the force
majeure. In the event that the Parties fail to reach a resolution within six (6) months after
the force majeure occurs, a Party that is affected by the adverse consequences of the force
majeure is entitled to issue a Notice of Termination in accordance with section 17.2.3 (vi). A
meeting of the board of directors of the joint venture company shall be convened within twenty
(20) days after the other Parties receive the Notice of Termination.
|
19. |
Validity of this Agreement
|
19.1 |
This Agreement constitutes a true and complete declaration of intention among the Parties to
establish the joint venture company and shall supersede any and all agreements (oral or
written), memorandums and arrangements on the incorporation of the joint venture company. No
party enters into the Agreement merely depending on any declaration, representation or
warranty not specified or mentioned herein.
|
19.2 |
This Agreement and the articles of association of the joint venture company constitute a set
of legal documents. In the event of any discrepancy between this Agreement and the articles of
association of the joint venture company, the articles of association shall prevail.
|
20. |
Confidentiality
|
20.1 |
Each Party shall keep confidential any information relating to the following (the
Confidential Information):
|
20.2 |
The obligations of confidentiality specified in section 20.1 hereof shall not apply to any of
the following circumstances:
|
20.3 |
The provisions of section 20.1 hereof shall survive during the two (2) years immediately
following the termination of this Agreement.
|
21. |
Notice
|
22. |
Governing Law
|
23. |
Dispute Resolution
|
24. |
Effect
|
25. |
Language and Counterparts
|
2
1. |
Project security money: Party B shall pay the Project security money in the
amount of RMB
5 million
within two week after the execution of the Agreement.
|
2. |
Land grant fee. Party B shall pay the land grant fee in accordance with the
provisions of the Confirmation of Transaction after the land is delisted.
|
1. |
Party As rights and obligations
|
(1) |
To examine the documents, certificates and relevant information submitted by
Party B for handling the examination and approval formalities, and if the submitted
documents comply with the approval conditions, Party A shall promptly approve them; if
the submitted documents fails to comply with the conditions, Party A shall guide Party B
to re-submit the documents for approval.
|
(2) |
To be responsible for planning, designing and the constructing the support
facilities in the districts surround the land used for Party Bs
Project.
|
3
(3) |
To assist Party B to handle the relevant formalities for the supply of water,
electricity, stream (heating), gas and etc., upon Party Bs request
|
2. |
Party Bs rights and obligations
|
(1) |
To provide Party A with complete and lawful documents, certificates and other
relevant information required for the examination and approval; to handle various
examination and approval formalities actively and promptly; to ensure to register with
the industrial & commercial and taxation departments of Puhe New Town (if the registered
branch company is required to have the financially independent accounting status, the
enterprise moved from other place shall complete the moving formalities in respect of
industry & commerce and taxation prior to the project is put into operation).
|
(2) |
To ensure that the Project will only be commenced after all examination and
approval formalities are approved, and the Project will be constructed in strict
accordance with the contents specified in Article 2 and the contents of the examination
and approval formalities in respect of planning and construction.
|
(3) |
To handle the relevant formalities for the supply of water, electricity, stream
(heating), gas and etc. with relevant departments by its own and at its own expenses.
|
4
(4) |
The levels of the site, and the construction roads and the openings of the
used land plot shall subject to Party As approval, and the costs related to paving
the site, road and making the openings shall be borne by Party B.
|
(5) |
Party B shall be supervised by the relevant departments in accordance with the
requirements of
Interim Measures for Supervising and Managing the Payment of the Rural
Migrant Workers Salary in the Filed of Construction
, so as to avoid the arrears of the
rural migrant workers salaries due to failing of settlement of the Construction Cost,
and at the same time Party B shall supervise and urge the construction enterprises to pay
the security money for salaries, pay the rural migrant workers salaries fully and
promptly and Party B shall bear the joint and several liabilities.
|
1. |
Party B fails to obtain the legal formalities and illegally commences the
construction.
|
2. |
Party B fails to commence the construction in accordance with the agreed schedule,
or the figure progress fails to meet the requirements of
this Agreement due to Party Bs own reasons.
|
5
3. |
The total actual investment amount, fixed asset investment amount, investment
density, plot ratio, total taxation amount and figure progress fails to meet the
standards specified in this Agreement or the foreign capital fails to be in place as
scheduled.
|
4. |
Party B fails to register with the industry and commerce bureau of Puhe New Town.
|
1. |
Any dispute arising out of the execution and performance of this Agreement shall be
firstly resolved through amicable negotiation between both parties; if no agreement is
reached, either party may file a lawsuit with the peoples court at the place where Party
A locates at.
|
2. |
Any dispute between Party B and a third party arising out of the use of land,
development and construction of the Project and any other matter under this Agreement
shall not involve Party A, and Party B shall be
solely responsible for the civil liabilities and other legal liabilities, and resolve
such dispute by its own. Party B and the third party shall not, in any way, obstruct
or prevent Party A from exercising rights towards such land plot, otherwise Party A
shall have the right to clear out Party B and such third party in accordance with the
provisions of this Agreement.
|
6
Part A: Administration Committee of Shenyang Puhe New Town | ||
Legal representative (or authorized representative): /s/ Wang Zhongbao | ||
Signature
Date: 05/10/2011
|
(mm/dd/yy) | |
|
||
Part B: Techfaith Wireless Technology Group Limited | ||
Legal representative (or authorized representative): /s/ Wang Zhongbao | ||
Signature
Date: 05/10/2011
|
(mm/dd/yy) |
7
8
Part A: Administration Committee of Shenyang Puhe New Town | ||
Legal representative (or authorized representative): /s/ Wang Zhongbao | ||
Signature
Date: 05/10/2011
|
(mm/dd/yy) | |
|
||
Part B: Techfaith Wireless Technology Group Limited | ||
Legal representative (or authorized representative): /s/ Wang Zhongbao | ||
Signature
Date: 05/10/2011
|
(mm/dd/yy) |
9
1. |
Techfaith Wireless Communication Technology (Beijing) Limited, a PRC company
|
|
2. |
One Net Entertainment Limited, a PRC company
|
|
3. |
Techfaith Wireless Communication Technology (Shanghai) Limited, a PRC company
|
|
4. |
STEP Technologies (Beijing) Co., Ltd., a PRC company
|
|
5. |
Techfaith Intelligent Handset Technology (Beijing) Limited, a PRC company
|
|
6. |
Techfaith Software (China) Limited, a PRC company
|
|
7. |
Techfaith Wireless Communication Technology (Hangzhou) Limited, a PRC company
|
|
8. |
Techfaith Wireless Communication Technology (Shenyang) Limited, a PRC company
|
|
9. |
Techfaith Wireless Communication Technology (Shenzhen) Limited, a PRC company
|
|
10. |
Techfaith Intelligent Handset Technology (Hong Kong) Limited, registered in Hong Kong
|
|
11. |
Techfaith Wireless Technology Group Limited, a BVI company
|
|
12. |
798 Entertainment Limited, a BVI company
|
|
13. |
QIGI&BODEE Technology Limited, a Hong Kong company
|
|
14. |
QIGI&BODEE International Technology (Beijing) Co. Ltd.
|
|
15. |
QIGI&BODEE Technology (Beijing) Co., Ltd.
|
|
16. |
Glomate Mobile (Beijing) Co., Ltd.
|
* |
Insignificant subsidiaries are omitted.
|
By: | /s/ Defu Dong | |||
Name: | Defu Dong | |||
Title: | Chief Executive Officer | |||
By: | /s/ Yuping Ouyang | |||
Name: | Yuping Ouyang | |||
Title: | Chief Financial Officer | |||
Date: May 24, 2011
|
||||
By: | /s/ Defu Dong | |||
Name: | Defu Dong | |||
Title: | Chief Executive Officer | |||
Date: May 24, 2011
|
||||
By: | /s/ Yuping Ouyang | |||
Name: | Yuping Ouyang | |||
Title: | Chief Financial Officer | |||
Yours faithfully,
/s/ Maples and Calder Maples and Calder |
||||
Exhibit 15.2
[Letterhead of Beijing Guan Teng Law Firm]
China Techfaith Wireless Communication Technology Limited
Building 1, No. 13, Yong Chang North Road
Beijing Economic-Technological Development Area (Yi Zhuang), Beijing 100176
Peoples Republic of China
Dear Sirs,
Re: China Techfaith Wireless Communication Technology Limited (the Company)
We consent to the reference to our firm under the headings Risk Factors and Regulation insofar as they purport to describe the provisions of PRC laws and regulations, in the Companys Annual Report on Form 20-F for the year ended December 31, 2010 (the Annual Report) filed with the Securities and Exchange Commission (the SEC). We also consent to the filing with the SEC of this consent letter as an exhibit to the Annual Report.
Yours Faithfully,
/s/ Beijing Guan Teng Law Firm
Beijing Guan Teng Law Firm