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As filed with the Securities and Exchange Commission on April 7, 2005

Registration No. 333-                  



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


China Techfaith Wireless Communication Technology Limited

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)
         
Cayman Islands   7389   Not Applicable
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

3/F M8 West, No. 1 Jiu Xian Qiao East Road

Chao Yang District
Beijing 100016, People’s Republic of China
(8610) 5822-8288
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


CT Corporation System

111 Eighth Avenue
New York, New York 10011
(212) 664-1666
(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:

     
David T. Zhang, Esq.
Latham & Watkins LLP
41st Floor, One Exchange Square
8 Connaught Road
Central, Hong Kong
(852) 2522-7886
  Chris K. H. Lin, Esq.
Simpson Thacher & Bartlett LLP
7th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
(852) 2514-7600


Approximate date of commencement of proposed sale to the public:

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.     o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o                           

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o                           

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o                           

          If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.     o


CALCULATION OF REGISTRATION FEE

         


Proposed Maximum
Title of Each Class of Aggregate Amount of
Securities to be Registered Offering Price(1)(2) Registration Fee

Ordinary Shares, par value US$0.00002 per share(3)
  $150,000,000   $17,655


(1)  Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933.
 
(2)  Includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public, and also includes ordinary shares that may be purchased by the underwriters pursuant to an over-allotment option. These ordinary shares are not being registered for the purpose of sales outside the United States.
 
(3)  American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-                ) to be filed with the Commission. Each American depositary share represents 10 ordinary shares.

          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.




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The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated                     , 2005

PROSPECTUS

American Depositary Shares

(TECHFAITH WIRELESS LOGO)

China Techfaith Wireless

Communication Technology Limited

Representing                             Ordinary Shares


          This is TechFaith’s initial public offering. TechFaith is offering                      American Depositary Shares and the selling shareholders identified in this prospectus are offering an additional                      ADSs. Each ADS represents 10 ordinary shares.

          We expect the public offering price to be between US$                    and US$                    per ADS. Currently, no public market exists for the ADSs. After pricing of the offering, we expect that the ADSs will be quoted on the Nasdaq National Market under the symbol “CNTF.”

          Investing in the ADSs and ordinary shares involves risks that are described in the “Risk Factors” section beginning on page       of this prospectus.


         
Per ADS Total


Public offering price
  US$   US$
Underwriting discount
  US$   US$
Proceeds, before expenses, to TechFaith
  US$   US$
Proceeds, before expenses, to the selling shareholders
  US$   US$

          The underwriters may also purchase up to an additional                      ADSs from the selling shareholders at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover over-allotments.

          Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

          The ADSs will be ready for delivery on or about                     , 2005.


Merrill Lynch & Co.


 
Merrill Lynch & Co. Lehman Brothers

CIBC World Markets


The date of this prospectus is                     , 2005


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(INSIDE FRONT COVER IMAGE)


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    F-1  
  EX-3.1 ARTICLES OF ASSOCIATION
  EX-3.2 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
  EX-4.3 DEPOSIT AGREEMENT
  EX-4.4 NOTE SUBSCRIPTION AND RIGHTS AGREEMENT
  EX-4.5 TRANSFER AND ASSUMPTION AGREEMENT
  EX-4.6 SHARE SWAP AGREEMENT
  EX-5.1 OPINION OF CONYERS DILL & PEARMAN
  EX-8.1 OPINION OF LATHAM & WATKINS LLP
  EX-10.2 INDEMNIFICATION AGREEMENT
  EX-10.3 SERVICE AGREEMENT
  EX-21.1 SUBSIDIARIES OF THE COMPANY
  EX-23.1 CONSENT OF DELOITTE TOUCHE TOHMATSU
  EX-23.3 CONSENT OF LATHAM & WATKINS
  EX-23.4 CONSENT OF GUANTAO LAW FIRM
  EX-23.5 CONSENT OF AMERICAN APPRAISAL
  EX-99.1 MEMORANDUM OF UNDERSTANDING
  EX-99.2 CDMA MODEM CARD LICENSE AGREEMENT
  EX-99.3 JOINT VENTURE AGREEMENT
  EX-99.4 LEASE AGREEMENT DATED JULY 31, 2004
  EX-99.5 CODE OF BUSINESS CONDUCT & ETHICS OF REGISTRANT
  EX-99.6 AGREEMENT DATED JUNE 29, 2004
  EX-99.7 AGREEMENT DATED DECEMBER 20, 2004


          You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone, including the selling shareholders, to provide you with information that is different from that contained in this prospectus. This prospectus may only be used where it is legal to offer and sell these securities. The information in this prospectus is only accurate as of the date of this prospectus.

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Conventions That Apply to This Prospectus

          Unless the context otherwise requires, in this prospectus,

  “we,” “us,” “our company,” “our,” and “TechFaith” refer to China Techfaith Wireless Communication Technology Limited and its subsidiaries;
 
  “shares” or “ordinary shares” refers to our ordinary shares, “ADSs” refers to our American depositary shares, each of which represents 10 ordinary shares, and “ADRs” refers to the American depositary receipts that evidence our ADSs;
 
  “China” or “PRC” refers to the People’s Republic of China, excluding Taiwan, Hong Kong and Macau; and
 
  “RMB” refers to Renminbi, the legal currency of China, and “$,” “dollars,” “US$” and “U.S. dollars” refer to the legal currency of the United States.

          Unless otherwise indicated, information in this prospectus assumes that all of our outstanding convertible notes are converted into our ordinary shares pursuant to the terms of the notes, and all share numbers reflect the 1:50,000 share split that became effective on March 18, 2005. This prospectus contains translations of certain RMB amounts into U.S. dollar amounts at specified rates. All translations from RMB to U.S. dollars were made at the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York. Unless otherwise stated, the translations of RMB into U.S. dollars have been made at the noon buying rate in effect on December 31, 2004, which was RMB8.2765 to US$1.00. We make no representation that the RMB or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or RMB, as the case may be, at any particular rate or at all. See “Risk Factors — Risks Related to Doing Business in China — Fluctuations in Exchange Rates Could Result in Foreign Currency Exchange Losses” for discussions on the effects of fluctuating exchange rates on the value of our ADSs. On                     , 2005, the noon buying rate was RMB                     to US$1.00.

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PROSPECTUS SUMMARY

          You should read this summary together with the more detailed information regarding our company, the ADSs and the ordinary shares being sold in this offering and our financial statements and related notes appearing elsewhere in this prospectus.

CHINA TECHFAITH WIRELESS

COMMUNICATION TECHNOLOGY LIMITED

Overview

          We are one of the largest independent mobile handset design houses in China. We provide complete design services spanning the entire handset design cycle, which involves industrial design, mechanical design, software design, hardware design, component selection and sourcing, prototype testing, pilot production and production support. We design GSM-based mobile handsets using major baseband technology platforms, such as those developed by Philips, Texas Instruments and Skyworks Solutions. We have recently begun developing mobile handsets for use on WCDMA and CDMA networks through cooperation with NEC and QUALCOMM. GSM, WCDMA and CDMA are different types of technical standards used in wireless communications. We have also begun to develop smart phones, which provide significant data capabilities in addition to the normal functions of a mobile handset. Our customers include leading Chinese mobile handset brand owners, such as Bird, Haier, Konka and Lenovo, and international mobile handset brand owners, such as Alcatel, Kyocera, Mitsubishi, NEC and UTStarcom.

          We conduct substantially all of our operations in China. Our strong technological capabilities, high-quality design services, strong customer relationships, strategic relationships with leading technology providers and ample skilled, low-cost engineering resources enable us to design a broad portfolio of mobile handsets at a competitive cost and with relatively short design cycles. From our inception in July 2002 to December 31, 2004, we had successfully designed 58 mobile handset models. We recorded net revenues of US$46.6 million and net income of US$18.2 million in 2004.

          We believe that we are well-positioned to capitalize on the opportunities presented by the growing trend among Chinese and international mobile handset brand owners to outsource the design function to independent design houses. Although business from Chinese mobile handset brand owners fueled our initial growth, international brand owners have contributed to an increasing portion of our net revenues. We intend to focus on winning more contracts from international customers and the leading Chinese customers.

Industry Background

          The global mobile handset market has expanded rapidly in recent years. According to International Data Corporation, or IDC, worldwide mobile handset shipments increased from 400 million units in 2000 to 514 million units in 2003 at a compounded annual growth rate, or CAGR, of 8.7%. IDC projects the annual shipment of mobile handsets to increase to 890 million units by 2008, or a CAGR of 8.2% from 2004.

          The global mobile handset market is characterized by the increasing demand for a wide variety of products with personalized features, shortened product life cycles, increasing competition and an accelerating rate of decline of selling prices of new mobile handsets.

          To remain competitive, mobile handset brand owners must aggressively seek ways to reduce their development and production costs and risks in order to maintain profitability, including outsourcing the design and manufacturing functions to independent service providers and introducing new products at a faster time-to-market. As a result, three major groups of independent handset service providers have emerged to serve mobile handset brand owners, namely, electronic manufacturing services providers, or EMS providers, original design manufacturers, or ODMs, and independent mobile handset design houses. EMS providers perform only manufacturing services. ODMs design products and manufacture those selected by their customers in large volume.

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          However, EMS providers and ODMs may not be able to address certain new and fundamental challenges that mobile handset brand owners face. Independent mobile handset design houses have emerged to enable mobile handset brand owners to meet these challenges, including the following:

  increasingly complex product design and development process due to rapid, evolving technological changes and higher level of system integration requirements, especially for high-end mobile handsets;
 
  need for accelerated product design and development cycles as a result of increasingly shortened product life cycles;
 
  strong demand for more distinctive and innovative products to serve an increasingly segmented market; and
 
  need to respond promptly to a discerning mobile handset market, where major retail outlets may carry many different mobile handset models.

          China has been a global center for the manufacturing of mobile handsets. An increasing number of participants in the mobile handset value chain, including mobile handset brand owners, EMS providers and ODMs, have established manufacturing facilities in China. As the world’s largest mobile handset market with approximately 269 million subscribers in 2003, China is also rapidly emerging as a global center for mobile handset design. Leading global mobile handset companies, such as Nokia, Motorola and Siemens, have substantially increased their research and development efforts in China in recent years and many independent mobile handset design houses have emerged in China.

Our Competitive Strengths and Challenges

          We are one of the largest independent mobile handset design houses in China. We have achieved our current leading position, in part, because of our following competitive strengths:

  strong technological capabilities;
 
  high quality design services;
 
  cost competitiveness;
 
  strong customer relationships;
 
  strategic relationships with leading technology providers; and
 
  ample engineering resources.

          Our ability to realize our business objectives is subject to risks and uncertainties, including:

  our limited operating history as a mobile handset design company;
 
  our ability to effectively manage our growth;
 
  possible decrease in demand for design services by mobile handset brand owners;
 
  our ability to acquire and retain additional mobile handset brand owners as our customers; and
 
  our ability to design new mobile handset models in a timely and cost-efficient manner to meet our customers’ demands.

Our Strategy

          Our goal is to create long-term shareholder value by enhancing our position as a leader in the mobile handset design industry. We believe that the growing outsourcing trend in the mobile handset industry

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represents a unique growth opportunity for us both in China and the global markets. We intend to pursue the following growth strategies to achieve our goal:

  continue to strengthen our design capabilities;
 
  target international and leading Chinese mobile handset customers;
 
  broaden our strategic relationships in the mobile handset value chain;
 
  continue to enhance our engineering resources; and
 
  pursue selective strategic acquisitions.

Corporate Information

          We commenced operations in July 2002 through Techfaith Wireless Communication Technology (Beijing) Limited, or Techfaith China, formerly known as Beijing Techfaith R&D Co., Ltd., a limited liability company established in China. We created a holding company structure by incorporating Techfaith Wireless Communication Technology Limited, or TechFaith BVI, in July 2003. We incorporated TechFaith in June 2004. As part of a restructuring in anticipation of our initial public offering, TechFaith became our ultimate holding company when it issued shares in November 2004 in exchange for all the shares that our shareholders previously held in TechFaith BVI. TechFaith also issued convertible notes to its note holders on substantially the same terms as notes previously issued by TechFaith BVI to these note holders. The TechFaith BVI convertible notes were cancelled in connection with the restructuring. We conduct substantially all of our operations through the following subsidiaries in China:

  TechFaith China, which designs primarily GSM-based mobile handsets based on a baseband platform licensed from Skyworks Solutions;
 
  Techfaith Wireless Communication Technology (Beijing) Limited II, or Techfaith Beijing, formerly known as Beijing Centel Technology R&D Co., Ltd., which primarily designs GSM-based mobile handsets based on a baseband platform licensed from Philips;
 
  Techfaith Wireless Communication Technology (Shanghai) Limited, or Techfaith Shanghai, formerly known as Leadtech Communication Technology (Shanghai) Limited, which primarily designs CDMA mobile handsets based on technology licensed from QUALCOMM; and
 
  STEP Technologies (Beijing) Co., Ltd., or STEP Technologies, which primarily designs GSM-based mobile handsets based on a baseband platform licensed from Texas Instruments and WCDMA mobile handsets using technology licensed from QUALCOMM.

          Except for STEP Technologies, all of our subsidiaries in China are wholly owned. STEP Technologies is a joint venture between us and NEC. We and NEC own 70% and 30%, respectively, of the equity interest in STEP Technologies.

          Our principal executive offices are located at 3/F M8 West No. 1 Jiu Xian Qiao East Road, Chao Yang District, Beijing 100016, People’s Republic of China. Our telephone number at this address is +(8610) 5822-8288. Our registered office in the Cayman Islands is located at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies. Our telephone number at this address is +1(345) 949-1040.

          Investor inquiries should be directed to us at the address and telephone number of our principal executive offices set forth above. Our website is www.techfaithwireless.com. The information contained on our website is not part of this prospectus. Our agent for service of process in the U.S. is CT Corporation System located at 111 Eighth Avenue, New York, New York 10011.

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The Offering

 
American Depositary Shares offered:
 
     By TechFaith:                      ADSs
 
     By the selling shareholders:                      ADSs
 
The ADSs Each ADS represents 10 ordinary shares, par value US$0.00002 per share. The ADSs will be evidenced by American Depositary Receipts. To understand the terms of the ADSs, you should carefully read the section in this prospectus entitled “Description of American Depositary Shares.” We also encourage you to read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus.
 
Reserved ADSs At our request, the underwriters have reserved for sale, at the initial public offering price, up to an aggregate of                      ADSs to certain directors, officers, employees and associates of our company through a directed share program. These reserved ADSs account for an aggregate of approximately                     % of the ADSs offered in the offering.
 
ADSs outstanding immediately after the offering                      ADSs.
 
Ordinary shares outstanding immediately after the offering                      ordinary shares.
 
Use of proceeds We intend to use the proceeds of this offering to expand our research and development efforts in developing mobile handsets using emerging technical standards, particularly CDMA 2000, CDMA-EVDO and WCDMA, and smart phones; acquire new premises in Beijing to build a dedicated research and development center and a mobile handset pilot production facility; expand our sales and marketing activities overseas; and fund working capital and for other general corporate purposes, including possible strategic acquisitions.
 
We will not receive any of the proceeds from the sale of ADSs by the selling shareholders.
 
Risk factors See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in the ADSs.
 
Proposed Nasdaq National Market
symbol
CNTF.

          The number of ADSs and ordinary shares outstanding immediately after this offering:

  is based upon                      ordinary shares outstanding as of the date of this prospectus, assuming the conversion of all our outstanding convertible notes into                      ordinary shares immediately prior to the completion of this offering; and
 
  excludes                      ordinary shares reserved for future issuance under our 2005 share incentive plan.

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SUMMARY CONSOLIDATED FINANCIAL DATA

          The following summary consolidated statement of operations data for the period from July 26, 2002, our date of inception, to December 31, 2002 and the years ended December 31, 2003 and 2004 and summary consolidated balance sheet data as of December 31, 2002, 2003 and 2004 are derived from our audited consolidated financial statements included elsewhere in this prospectus and should be read in conjunction with, and are qualified in their entirety by reference to, those financial statements and related notes. Our audited financial statements have been audited by Deloitte Touche Tohmatsu and were prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The following summary consolidated financial data should also be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

                           
For the Period From
July 26, 2002 to For the Year Ended December 31,
December 31,
2002 2003 2004



(In thousands, except per share and per ADS data)
Consolidated Statement of Operations Data
                       
 
Net revenues
  $     $ 9,677     $ 46,560  
 
Gross profit
          7,046       26,676  
 
Operating expenses
    (6 )     (2,130 )     (7,971 )
  (Loss) income from operations     (6 )     4,916       18,705  
 
Net income
  $ 1     $ 4,956     $ 18,244  
 
Net income per ordinary share
                       
 
— Basic
  $     $ 0.02     $ 0.04  
     
     
     
 
 
— Diluted
  $     $ 0.02     $ 0.03  
     
     
     
 
 
Net income per ADS
                       
 
— Basic
  $     $ 0.20     $ 0.36  
     
     
     
 
 
— Diluted
  $     $ 0.20     $ 0.35  
     
     
     
 
 
Shares used in per share computation
                       
 
— Basic
          242,465,753       500,000,000  
     
     
     
 
 
— Diluted
          243,074,581       551,823,942  
     
     
     
 
                           
As of December 31,

2002 2003 2004



(In thousands)
Consolidated Balance Sheet Data
                       
 
Cash and cash equivalents
  $ 11     $ 7,699     $ 35,086  
 
Accounts receivable
          5,230       7,760  
 
Inventories
          732       5,030  
 
Total assets
  $ 3,618     $ 23,911     $ 67,542  
 
Total current liabilities
  $ 1,201     $ 8,324     $ 23,869  
 
Convertible notes
  $     $ 4,000     $ 11,887  
 
Derivative liability
  $     $     $ 1,956  
 
Minority interests
  $     $ 1,763     $ 1,740  
 
Total shareholders’ equity
  $ 2,417     $ 9,824     $ 28,090  
 
Total liabilities and shareholders’ equity
  $ 3,618     $ 23,911     $ 67,542  

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RISK FACTORS

          Investing in our ADSs involves a high degree of risk. You should carefully consider the risks described below together with the other information contained in this prospectus before making an investment decision. The trading price of our ADSs could decline due to any of these risks and you may lose all or part of your investment.

Risks Related to Our Business

Our limited operating history makes evaluating our business and prospects difficult.

          We commenced operations in July 2002 and completed our first design project in September 2003. As a result, we have a limited operating history, which may not provide a meaningful basis for evaluating our business and prospects. We may not have sufficient experience to address the risks frequently encountered by early stage companies, including our potential inability to:

  manage our growth effectively;
 
  maintain our profitability or margin;
 
  acquire and retain customers;
 
  attract, train and retain qualified personnel;
 
  maintain adequate control of our costs and expenses;
 
  keep up with evolving industry standards and market developments; or
 
  respond to competitive market conditions.

          If we are unsuccessful in addressing any of these risks, our business may be materially and adversely affected.

If we fail to effectively manage our growth and transition into a public company, our business may be adversely affected.

          We are a new company that has experienced rapid growth and expansion, which has strained, and continues to strain, our resources. Our staff increased from 311 as of December 31, 2003 to 890 as of December 31, 2004. We expect to expand our engineering team significantly in the near future in anticipation of the potential growth of our business. To accommodate our growth, we will need to implement a variety of new and upgraded operational and financial systems, procedures and controls, including improvements to our accounting and other internal management systems by dedicating additional resources to our reporting and accounting function, and improvements to our record keeping and contract tracking system. Further, as we become a public company, we will need to augment our support infrastructure because our information and control systems must enable us to prepare accurate and timely financial information and other required disclosure.

          All of these measures will require substantial management efforts. We cannot assure you that we will be able to implement the measures successfully or to effectively manage our growth and transition into a public company; any failure to do so may adversely and materially affect our business.

If mobile handset brand owners discontinue or reduce the use of independent mobile handset design houses, our business will be materially and adversely affected.

          The growth of our independent mobile handset design business depends substantially on the extent to which mobile handset brand owners outsource the mobile handset design function to independent mobile handset design houses like us, as opposed to designing mobile handsets themselves or through other third parties such as ODMs and EMS providers. Currently, some leading international mobile handset brand owners still design most of their mobile handsets in-house. If mobile handset brand owners discontinue or

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reduce the use of independent mobile handset design houses, our business will be materially and adversely affected.

If we fail to retain existing or attract additional international mobile handset brand owners as customers, our business will be materially affected and the growth of our business impaired.

          As international mobile handset brand owners offer high growth potential to our business, we believe that our future growth and success will depend substantially on the extent to which leading international mobile handset brand owners engage us to design their mobile handsets. Although international mobile handset brand owners such as Alcatel, Kyocera, Mitsubishi and NEC have engaged us to design mobile handsets for them, we cannot assure you that any of them will continue to use us to design their new mobile handset models, nor can we assure you that we will be able to attract new international customers through our marketing efforts. If we fail to retain existing or attract additional international mobile handset brand owners as customers, our business would be materially affected and the growth of our business will be impaired.

If our customers fail to achieve success in their business, our mobile handset design business could be adversely affected.

          If any of our customers is unsuccessful in its mobile handset sales, whether due to lack of market acceptance of its products, shortage of component supplies, slowdown of replacement sales of mobile handsets or otherwise, the customer may downsize or discontinue its mobile handset business, which in turn could adversely affect our design business. Accordingly, our success depends on our customers’ success in their business. Chinese mobile handset brand owners have historically accounted for most of our revenues. We are not certain whether these Chinese mobile handset brand owners will be able to achieve success in their business and how long they will remain competitive in their business even if initially successful. For example, the Chinese mobile handset brand owners are reportedly experiencing declining profitability due to intense competition from international brand owners and decrease in consumer demand. This could cause some of our Chinese customers to cut back on new model introductions or exit the market.

Defects in our designs could result in a loss of customers and claims against us.

          Our mobile handset designs are complex and must meet stringent quality requirements. Complex designs such as mobile handset designs sometimes contain defects, errors and bugs when they are first introduced. If any of our designs has reliability, quality or compatibility problems, we may not be able to correct these problems on a timely basis. Consequently, our reputation may be damaged, and customers may be reluctant to continue to contract with us, which could harm our ability to retain existing customers and attract new customers. Because we cannot test for all possible scenarios, our designs may contain errors that are not discovered until mass production of mobile handsets. These problems may result in a loss of our customers as well as claims against us. For example, NEC once sought compensation from us due partly to defects in some third-party components we sourced and incorporated in a mobile handset model for NEC. NEC later acknowledged that the design defects were attributable to the third-party components and cancelled its claim against us in light of the new mobile handset models successfully designed by us. We cannot assure you that we will not be subject to new claims by NEC or other customers in the future, and if we fail on the merits of these claims, our business and results of operations could be materially and adversely affected.

We may experience earnings or margin declines or even net losses in the future.

          Although we have recorded net income since the end of 2002, we cannot assure you that we will sustain our level of profitability in the future. We expect to increase our operating expenses in anticipation of expected growth. As a result, any decrease or delay in generating additional revenues could materially and adversely affect our results of operations and result in substantial operating losses. In addition, competition from other independent mobile handset design houses and ODMs may force us to reduce our prices to maintain our competitive position. If we do not sustain or increase profitability or otherwise meet the expectations of securities analysts and investors, the market price of our ADSs will likely decline.

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If we cannot keep up with industry standards and design new mobile handset models in a timely and cost-efficient manner to meet our customers’ demand, the growth and success of our business will be materially and adversely affected.

          The mobile handset market is characterized by changing end user preferences and demand for new and advanced functions and applications on mobile handsets, rapid product obsolescence and price erosion, intense competition, evolving industry standards and wide fluctuations in product supply and demand. If we cannot design new mobile handset models in a timely and cost-efficient manner to meet our customers’ demand, the growth and success of our business will be materially and adversely affected.

          To date, we have derived most of our net revenues from the design and development of 2.5G mobile handsets based on the GSM/ GPRS technology. As the market for 2.75G and 3G mobile handsets develops, our existing and potential customers may increasingly demand 2.75G and 3G mobile handset designs. We have only recently begun to design 2.75G and 3G mobile handsets, and we do not have a proven track record in this market. We cannot assure you that our existing and potential customers will engage us to design 2.75G and 3G mobile handsets for them. Even if we receive orders for 2.75G and 3G mobile handset designs, we cannot assure you that we will be able to successfully meet our customers’ demand with respect to cost, quality and time to completion. Our failure to meet customer demand could hurt our reputation and affect our business and results of operation.

We rely on a limited number of customers for a significant portion of our net revenues, and if a large customer fails to place additional orders with us, or if we fail to attract additional major customers, our results of operations and financial condition could be materially and adversely affected.

          We have been dependent on a small number of customers to generate a significant portion of our net revenues. In 2003, our top three customers collectively accounted for approximately 88.2% of our net revenues, and each of Beijing Sunrise, Lenovo and NEC contributed more than 10% of our net revenues. In 2004, our top four customers collectively accounted for approximately 56.8% of our net revenues, and each of Lenovo and NEC contributed more than 10% of our net revenues. We do not have long-term contracts with any of our customers. Sales to our largest customers have varied from period to period due primarily to our relatively short period of operation and the relatively fast expansion of our customer base. Our largest customers are expected to vary significantly in the future as we aim to attract more international mobile handset brand owners as our customers.

          We expect that we will continue to rely on a small number of customers for a significant portion of our revenues in the foreseeable future. Our ability to maintain close relationships with these customers is essential to the growth and profitability of our business. If a major customer fails to place additional orders with us, or if we fail to develop additional major customers, our revenues could decline, and our results of operations and financial condition could be materially and adversely affected.

The mobile handset design market in China is highly competitive, and we cannot assure you that we will be able to compete successfully against our competitors.

          The mobile handset design market in China is intensely competitive and highly fragmented. We face competition from other independent mobile handset design houses in China, including Cellon, Shenzhen Jingwei, Shanghai Yiren and Shanghai Yuhua. We also face competition from independent mobile handset design houses based in other countries, to the extent we try to enter the markets that they are serving or they try to enter the mobile handset design market in China. In addition, we face current and potential future competition from established suppliers of wireless communications solutions to mobile device manufacturers, which may be in a position to design mobile handsets on their own. These suppliers include ODMs such as BenQ, Compal Communications and Arima Communications. Further, partly due to the low entry barriers to our business, an increasing number of new players may enter the independent mobile handset design market in the near future. These new players may include independent mobile handset design houses that used to be affiliated with traditional mobile handset brand owners.

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          Many of our current and potential competitors have significantly greater financial, technical, marketing, sales and other resources than we do. We cannot assure you that we will be able to compete successfully against our current or future competitors.

If we lose our license for CDMA technology, we may not be able to obtain alternative licenses in a timely manner.

          We are dependent on QUALCOMM for CDMA-related technology we use in designing CDMA-based mobile handsets. Suspension or termination of our CDMA license agreement by QUALCOMM could adversely affect our business and prospects, because we may not be able to obtain alternative licenses in a timely manner to meet our customers’ demands.

We are subject to risks from customers’ claims for refund and liquidated damages.

          Our agreements with many customers contain refund and liquidated damages provisions, which entitle the customer to demand a refund and liquidated damages if we cannot complete a mobile handset design by the deadline or if the requisite certifications cannot be obtained. We cannot assure you that we will be able to successfully perform every customer contract, or that costs associated with refunds and liquidated damages will not be material.

We have not registered copyrights for our product designs and other intellectual property.

          We have not registered copyrights in China for any of our inventions, original works of authorship, developments and improvements relating to mobile handset designs. Under applicable PRC law, owners of copyrights may choose not to register copyrights and the non-registration does not constitute abandonment or deletion of the copyrights. However, under PRC law, if a third party infringes on our unregistered copyrights, we bear the burden of proving that we are the legitimate owner of these copyrights. We cannot assure you that we will prevail on our ownership claims if we encounter any infringements of our designs.

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

          We rely on a combination of patent, trademark and trade secret laws, as well as nondisclosure agreements and other methods to protect our intellectual property rights. Implementation of PRC intellectual property-related laws has historically been lacking, primarily because of ambiguities in the PRC laws and difficulties in enforcement. Accordingly, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other countries. Policing unauthorized use of proprietary technology is difficult and expensive. The steps we have taken may be inadequate to prevent the misappropriation of our proprietary technology. Reverse engineering, unauthorized copying or other misappropriation of our proprietary technologies could enable third parties to benefit from our technologies without paying us for doing so, which could harm our business and competitive position. Although we are not currently involved in any litigation, we may need to resort to court action to enforce our intellectual property rights. Litigation relating to our intellectual property might result in substantial costs and diversion of resources and management attention. See “— Risks Related to Doing Business in China — Uncertainties with respect to the PRC legal system could adversely affect us.”

We may face intellectual property infringement and other claims that could be time-consuming and costly to defend and result in our loss of significant rights.

          Other parties may assert intellectual property infringement and other claims against us. Litigation is expensive and time-consuming and could divert management’s attention from our business. If there is a successful claim of infringement, we may be required to pay substantial damages to the party claiming infringement, develop non-infringing technology or enter into royalty or license agreements that may not be available on acceptable terms, if at all. Our failure to develop non-infringing technologies or license the proprietary rights on a timely basis would harm our business. Parties asserting infringement claims may be

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able to obtain an injunction, which could prevent us from providing our services or using technology that contains the allegedly infringing intellectual property. Any intellectual property litigation could have a material adverse effect on our business, operating results or financial condition.

          In addition, our competitors may initiate litigation proceedings against us or our employees that may strain our resources, divert our management attention or damage our reputation. For example, Cellon brought an unfair competition proceeding against our former affiliate, Beijing Qidi, and 18 of its employees who subsequently joined us in connection with our divestment from Beijing Qidi. We settled the litigation on behalf of Beijing Qidi and these 18 individuals in order to facilitate our divestment and the transfer of these employees to our company. See “Business — Legal Proceedings” for more details. We cannot assure you that similar proceedings will not occur in the future.

Our business depends substantially on the continuing efforts of our senior executives, and our business may be severely disrupted if we lose their services.

          Our future success depends heavily upon the continued services of our senior executives, especially our Chief Executive Officer, Mr. Defu Dong. We rely on their experience in mobile handset design, business operations and selling and marketing and on their relationships with our shareholders and customers. We do not maintain key-man life insurance for any of our key executives. If one or more of our key executives are unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all. Therefore, our business may be severely disrupted, and we may incur additional expenses to recruit and retain new officers.

          Several executives of our company, including our Chairman and Chief Executive Officer, Mr. Defu Dong, were involved in litigation, arbitration or administrative proceedings in the past. See “Business — Legal Proceedings.” Although we are not aware of any pending claims against us or our executives, any future litigation or administrative proceedings involving any of our key executives may result in diversion of management attention to our business, or damage to our reputation. In addition, if any of our executives joins a competitor or forms a competing company, we may lose our customers. Each of our executive officers has entered into an employment agreement with us, which contains confidentiality and non-competition provisions. If any disputes arise between our executive officers and us, we cannot assure you the extent to which any of these agreements could be enforced in China, where these executive officers reside and hold most of their assets, in light of the uncertainties with PRC legal system. See “— Risks Related to Doing Business in China — Uncertainties with respect to the PRC legal system could adversely affect us.”

If we are unable to attract, train and retain skilled engineers, our business may be materially and adversely affected.

          Our future success depends on our ability to attract, train and retain additional skilled engineers. Our industry is characterized by high demand and intense competition for talent. We have experienced an approximately 20% annual attrition rate to date. We cannot assure you that we will be able to retain existing or attract and retain new skilled engineers whom we will need to achieve our strategic objectives. In addition, as we are still a young company and our business has grown rapidly, our ability to train and integrate new employees into our operations may not meet the growing demands of our business.

We experience fluctuations in quarterly operating results.

          Our quarterly operating results have fluctuated in the past and will likely fluctuate in the future. These fluctuations in operating results depend on a variety of factors, including the demand for our design services, the amount of design fees and royalties our customers agree to pay us, the number of milestones we have achieved, the revenues recognized from completion of the design contracts with completion fees, the amount of time required for completion of design contracts, research and development expenses related to our preparation for the design of new mobile handset models, the rate of growth of leading international mobile phone brand owners’ outsourcing of the mobile phone design function, pricing pressure due to competition

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and shortage of component supplies. As a result, we believe that our operating results for any quarter are not necessarily indicative of results that may be expected for any future period.

Future acquisitions may have an adverse effect on our ability to manage our business.

          If we are presented with appropriate opportunities, we may acquire complementary technologies or companies. Future acquisitions would expose us to potential risks, including risks associated with the assimilation of new technologies and personnel, unforeseen or hidden liabilities, the diversion of management attention and resources from our existing business and the inability to generate sufficient revenues to offset the costs and expenses of acquisitions. Any difficulties encountered in the acquisition and integration process may have an adverse effect on our ability to manage our business.

We have limited business insurance coverage in China.

          The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products. As a result, we do not have any business liability or disruption insurance for our operations in China. Any business disruption, litigation or natural disaster may result in substantial costs and diversion of our resources.

If we grant employee stock options and other share-based compensation in the future, our net income could be adversely affected.

          On December 16, 2004, the Financial Accounting Standards Board, or FASB, issued SFAS No. 123 (revised 2004), Share-Based Payment , which requires a public company to recognize, as an expense, the fair value of stock options and other share-based compensation to employees at the beginning of the first annual or interim period after June 15, 2005. We intend to adopt a 2005 share incentive plan that will allow us to grant options, restricted shares and other equity incentives to our employees. If such plan is adopted by our board of directors and approved by our shareholders, we could have significant compensation charges for the periods after June 15, 2005 for options, restricted shares and other share-based compensation granted under the plan, and our net income could be adversely affected.

Risks Related To Doing Business in China

Adverse changes in political and economic policies of the Chinese government could have a material adverse effect on the overall economic growth of China, which could reduce the demand for our services and materially and adversely affect our competitive position.

          Substantially all of our business operations are conducted in China. We also believe that a significant portion of the mobile handsets we design are sold to end users in China. Accordingly, our results of operations, financial condition and prospects are subject to a significant degree to the economic, political and legal developments of China. Since the late 1970s, the Chinese government has been reforming the economic system in China. These reforms have resulted in significant economic growth. However, we cannot predict the future direction of economic reforms or the effects such measures may have on our business, financial position or results of operations. Any adverse change in the economic conditions in China, in policies of the Chinese government or in laws and regulations in China, could have a material adverse effect on the overall economic growth of China and investment in the mobile handset industry. Such developments could materially and adversely affect our business, lead to reduction in demand for our services and materially and adversely affect our competitive position.

Our business benefits from certain tax incentives, and changes to these tax incentives could adversely affect our operating results.

          The Chinese government has provided various tax incentives to domestic high technology companies, including our Chinese subsidiaries, in order to encourage the development of technology companies. For example, as high technology companies operating in an approved technology development zone, our

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subsidiaries Techfaith China, Techfaith Beijing and STEP Technologies are each entitled to an enterprise income tax, or EIT, rate of 15%, compared to a standard EIT rate of 33%. This classification also had the effect of exempting Techfaith China, Techfaith Beijing and STEP Technologies from paying EIT for the first three years from the commencement of operation and reducing their EIT rates to 7.5% for the following three years. Our subsidiaries in China are also entitled to a business tax exemption relating to their income derived from any technology development agreement and technical transfer agreement which has been registered with the relevant government authority. There have been various tax reform proposals in China, and if any of these incentives are reduced or eliminated by government authorities in the future, the effective tax rates of our subsidiaries in China and our effective tax rates on a consolidated basis could increase significantly. Any such change could adversely affect our operating results.

Our subsidiaries in China are subject to restrictions on paying dividends to us, making other payments to us or any other affiliated company and borrowing or allocating tax losses among our subsidiaries.

          We are a holding company incorporated in the Cayman Islands. We conduct substantially all of our operations through our four subsidiaries in China. Current PRC regulations permit our subsidiaries in China to pay dividends to us only out of their respective accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, our subsidiaries in China are each required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds. These reserves are not distributable as cash dividends. In addition, current PRC regulations prohibit inter-company borrowings or allocation of tax losses among our subsidiaries in China. Further, if any of our subsidiaries in China incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us.

Fluctuations in exchange rates could result in foreign currency exchange losses.

          All of our sales proceeds are denominated in RMB, while a small portion of our cost of revenues is denominated in U.S. dollars. Fluctuations in exchange rates, primarily those involving the U.S. dollar, may affect our cost of revenues and profit margins as well as our net income. In addition, these fluctuations could result in exchange losses and increased costs in RMB terms. Furthermore, as we rely entirely on dividends paid to us by our subsidiaries in China, any significant revaluation of the RMB may have a material adverse effect on the value of, and any dividends payable on our ADSs in foreign currency terms. If we decide to convert RMB we receive from our subsidiaries into U.S. dollars for the purpose of distributing dividends on our ordinary shares or for other purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us. Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions to reduce our exposure to foreign currency exchange risk. In addition, our currency exchange losses may be magnified by China’s exchange control regulations that restrict our ability to convert RMB into U.S. dollars.

Restrictions on currency exchange may limit our ability to receive and use our revenues effectively.

          Because most of our net revenues are denominated in RMB, any restrictions on currency exchange may limit our ability to use revenues generated in RMB to fund any business activities we may have outside China or to make dividend payments in U.S. dollars. The principal regulation governing foreign currency exchange in China is the Foreign Currency Administration Rules (1996), as amended. Under these rules, RMB are freely convertible for trade and service-related foreign exchange transactions, but not for direct investment, loan or investment in securities outside China unless the prior approval of the State Administration of Foreign Exchange is obtained. Although the PRC government regulations now allow greater convertibility of RMB for current account transactions, significant restrictions still remain. For example, foreign exchange transactions under our subsidiaries’ capital account, including principal payments in respect of foreign currency-denominated obligations, remain subject to significant foreign exchange controls and the approval of the State Administration of Foreign Exchange. These limitations could affect our ability to obtain foreign exchange for capital expenditures. We cannot be certain that the PRC regulatory authorities will not

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impose more stringent restrictions on the convertibility of RMB, especially with respect to foreign exchange transactions.

Uncertainties with respect to the Chinese legal system could adversely affect us.

          We conduct substantially all of our business through our subsidiaries established in China. Our subsidiaries are generally subject to laws and regulations applicable to foreign investment in China and, in particular, laws applicable to wholly-foreign owned enterprises and sino-foreign joint ventures. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

Any prolonged recurrence of SARS or other adverse public health developments in China may have a material adverse effect on our business operations, financial condition and results of operations.

          In the first half of 2003, China and certain other countries experienced an outbreak of a new and highly contagious form of atypical pneumonia known as SARS. The SARS outbreak damaged the economy of China as a whole. On July 5, 2003, the World Health Organization declared that SARS had been contained. Any recurrence of SARS or other adverse public health developments in China may have an adverse effect on our business operations, financial condition and results of operations. For instance, health or other government regulations may require temporary closure of our offices, which will severely disrupt our business operations. We have not adopted any written preventive measures or contingency plans to combat any future outbreak of SARS or any other epidemic.

Risks Related to this Offering

There has been no public market for our ordinary shares or ADSs prior to this offering, and you may not be able to resell our ADSs at or above the price you paid, or at all.

          Prior to this initial public offering, there has been no public market for our ordinary shares or ADSs. We have applied for our ADSs to be quoted on the Nasdaq National Market. Our ordinary shares will not be listed on any exchange. If an active trading market for our ADSs does not develop after this offering, the market price and liquidity of our ADSs will be materially and adversely affected.

          The initial public offering price for our ADSs will be determined by negotiations between us and the underwriters and may bear no relationship to the market price for our ADSs after the initial public offering. We cannot assure you that an active trading market for our ADSs will develop or that the market price of our ADSs will not decline below the initial public offering price.

The market price for our ADSs may be volatile.

          The market price for our ADSs is likely to be highly volatile and subject to wide fluctuations in response to factors including the following:

  actual or anticipated fluctuations in our quarterly operating results;
 
  changes in financial estimates by securities research analysts;
 
  conditions in the mobile handset market;
 
  changes in the economic performance or market valuations of other mobile handset design houses;
 
  performance of other China-based companies that are quoted on Nasdaq;
 
  announcements by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures or capital commitments;

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  addition or departure of key personnel;
 
  fluctuations of exchange rates between RMB and U.S. dollar;
 
  litigation related to our intellectual property or key employees; and
 
  release of lock-up or other transfer restrictions on our outstanding ADSs or sales of additional ADSs.

          In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our ADSs.

You will experience immediate and substantial dilution in the net tangible book value of ADSs purchased.

          The initial public offering price per ADSs will be substantially higher than the net tangible book value per ADS prior to the offering. Consequently, when you purchase ADSs in the offering at the initial public offering price, you will therefore incur an immediate dilution of US$                     per ADS. See “Dilution.”

We may need additional capital, and the sale of additional ADSs or other equity securities could result in additional dilution to our shareholders.

          We believe that our current cash and cash equivalents and cash flow from operations will be sufficient to meet our anticipated cash needs for the next 12 months. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Substantial future sales of our ADSs in the public market could cause the price of our ADSs to decline.

          Additional sales of our ordinary shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of our ADSs to decline. Upon completion of this offering, we will have                      ordinary shares outstanding. All shares sold in this offering will be freely transferable without restriction or additional registration under the Securities Act of 1933. The remaining                     ordinary shares outstanding after this offering will be available for sale, upon the expiration of the 180-day lockup period beginning from the closing of this offering, subject to volume and other restrictions as applicable under Rule 144 and 701 under the Securities Act. Any or all of these shares may be released prior to expiration of the lockup period at the discretion of Merrill Lynch & Co. To the extent shares are released before the expiration of the lockup period and these shares are sold into the market, the market price of our ADSs could decline.

          In addition, certain holders of our ordinary shares after the completion of this offering will have the right to cause us to register the sale of            million shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. Sales of these registered shares in the public market could cause the price of our ADSs to decline.

You may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise your right to vote.

          Except as described in this prospectus and in the deposit agreement, holders of our ADSs will not be able to exercise voting rights attaching to the shares evidenced by our ADSs on an individual basis. Holders of our ADSs will have the right to instruct the depositary as their representative to exercise the voting rights attaching to the shares represented by the ADSs. You may not receive voting materials in time to instruct the

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depositary to vote, and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

You may not be able to participate in rights offerings and may experience dilution of your holdings as a result.

          We may from time to time distribute rights to our shareholders, including rights to acquire our securities. Under the deposit agreement for the ADSs, the depositary will not offer those rights to ADS holders unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act of 1933, as amended, or exempt from registration under the Securities Act with respect to all holders of ADSs. We are under no obligation to file a registration statement with respect to any such rights or underlying securities or to endeavor to cause such a registration statement to be declared effective. In addition, we may not be able to take advantage of any exemptions from registration under the Securities Act. Accordingly, holders of our ADSs may be unable to participate in our rights offerings and may experience dilution in their holdings as a result.

You may be subject to limitations on transfer of your ADSs.

          Your ADSs represented by the ADRs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deem it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

Your ability to protect your rights through the U.S. federal courts may be limited, because we are incorporated under Cayman Islands law, conduct substantially all of our operations in China and the majority of our directors and officers reside outside the United States.

          We are incorporated in the Cayman Islands, and conduct substantially all of our operations in China through our subsidiaries in China. Most of our directors and officers reside outside the United States and some or all of the assets of those persons are located outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the Cayman Islands or in China to enforce or protect your rights under the securities laws or otherwise. Even if you are successful in bringing an action of this kind, you may be unable to enforce a judgment against our assets or the assets of our directors and officers under the laws of the Cayman Islands and of China. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal monetary judgment of a foreign court of competent jurisdiction without retrial on the merits. For more information regarding the relevant laws of the Cayman Islands and China, see “Enforceability of Civil Liabilities.”

          Our corporate affairs are governed by our memorandum and articles of association and by the Companies Law (2004 Revision) and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and provides significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the federal courts of the United States.

          As a result of all of the above, our public shareholders may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

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We have considerable discretion in the application of the net proceeds of this offering, and we may use the proceeds in ways with which you may not agree.

          Our management will have considerable discretion in the application of the net proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate purposes that do not improve our efforts to maintain profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

We are controlled by a small group of our existing shareholders, whose interests may differ from other shareholders.

          The family trusts of our four senior officers beneficially own approximately 68.9% of the outstanding ordinary shares of our company, assuming the conversion of the outstanding convertible notes into ordinary shares, and will beneficially own approximately                     % of our outstanding ordinary shares immediately following this offering. Mr. Defu Dong, our Chairman and Chief Executive Officer, has sole power to vote on behalf of these trusts over matters requiring approval by our shareholders, including electing directors and approving mergers or other business combination transactions. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our ADSs. These actions may be taken even if they are opposed by our other shareholders, including those who purchase shares in this offering.

We will incur increased costs as a result of being a public company.

          As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission and Nasdaq, have required changes in corporate governance practices of public companies. We expect these new rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

We may be classified as a passive foreign investment company, which could result in adverse United States federal income tax consequences to U.S. holders.

          We do not expect to be considered a “passive foreign investment company,” or PFIC, for United States federal income tax purposes for our taxable year ending December 31, 2005. Such characterization could result in adverse U.S. tax consequences to you if you are an U.S. investor. For example, if we are a passive foreign investment company, our U.S. investors will become subject to increased tax liabilities under U.S. tax laws and regulations and will be subject to burdensome reporting requirements. However, we must make a separate determination each year as to whether we are a PFIC and we cannot assure you that we will not be a PFIC for our taxable year ending December 31, 2005 or any future taxable year. A non-U.S. corporation will be considered a PFIC for any taxable year if either (1) at least 75% of its gross income is passive income or (2) 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 market value of our assets may be determined in large part by the market price of our ADSs and ordinary shares, which is likely to fluctuate after the offering (and may fluctuate considerably given that market prices of technology companies have been especially volatile). In addition, the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raise in this offering. If we were treated as a PFIC for any taxable year during which a U.S. holder held an ADS or an ordinary share, certain adverse United States federal income tax consequences could apply to the U.S. holder. See “Taxation — United States Federal Income Taxation — Passive Foreign Investment Company.”

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

          This prospectus contains many forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

          Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. See “Risk Factors” for a discussion of some risk factors that may affect our business and results of operations. These risks are not exhaustive. Other sections of this prospectus may include additional factors that could adversely impact our business and financial performance. Moreover, we operate in an emerging and evolving industry. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

          These forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements relate to, among other things:

  our anticipated growth strategies;
 
  our future business development, results of operations and financial condition;
 
  our ability to design new models of mobile handsets; and
 
  the expected growth of the mobile handset design market.

          You should not rely upon forward-looking statements as predictions of future events. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

          You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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USE OF PROCEEDS

          We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and the estimated offering expenses payable by us will be approximately US$                    million, assuming an initial public offering price of US$                     per ADS, the midpoint of the estimated range of the initial public offering price. We will not receive any of the proceeds from the sale of ADSs by the selling shareholders.

          The principal purposes of this offering are to create a public market for our ordinary shares for the benefit of all shareholders, retain talented employees by providing them with equity incentives, fund proposed capital expenditures, raise capital and for other business purposes. We intend to use the net proceeds from this offering as follows:

  approximately $45.0 million to expand our research and development efforts, such as building a state-of-the-art research laboratory for developing mobile handsets using emerging technical standards, particularly CDMA 2000, CDMA-EVDO and WCDMA, and smart phones, and an advanced testing laboratory;
 
  approximately $15.0 million to acquire new premises in Beijing to build a dedicated research and development center and a mobile handset pilot production facility;
 
  approximately $5.0 million to expand our selling and marketing activities and establish overseas offices in Asia, Europe and the United States; and
 
  the balance to fund working capital and for other general corporate purposes, including funding further strategic alliances with wireless technology providers and key component suppliers as well as possible strategic acquisitions of quality mobile handset design houses that could complement our existing capabilities and business, although we are not currently negotiating any such transactions.

          We have not yet determined all of our anticipated expenditures and therefore cannot estimate the amounts to be used for each of the purposes discussed above. The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, competitive and technological developments and the rate of growth, if any, of our business. Accordingly, our management will have significant flexibility in applying the net proceeds of the offering.

          Pending use of the net proceeds, we intend to place our net proceeds in short-term bank deposits.

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DIVIDEND POLICY

          We do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings for use in the operation and expansion of our business.

          Our board of directors has complete discretion as to whether we will distribute dividends in the future, subject to the approval of our shareholders. Even if our board of directors determines to distribute dividends, the form, frequency and amount of our dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors as the board of directors may deem relevant. Any dividend we declare will be paid to the holders of ADSs, subject to the terms of the deposit agreement, to the same extent as holders of our ordinary shares, less the fees and expenses payable under the deposit agreement. Any dividend we declare will be distributed by the depositary to the holders of our ADSs. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars. See “Description of American Depositary Shares.”

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CAPITALIZATION

          The following table sets forth our capitalization as of December 31, 2004:

  on an actual basis;
 
  on a pro forma basis to reflect the automatic conversion of our convertible notes into                      ordinary shares immediately prior to the closing of this offering; and
 
  on a pro forma as adjusted basis to reflect the automatic conversion of all of our convertible notes, which will occur immediately upon the closing of this offering, and the issuance and sale of the                      ADSs offered hereby, after deducting underwriting discounts, commissions and estimated offering expenses.

          You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

                             
As of December 31, 2004

Pro Forma
Actual Pro Forma As Adjusted



(In thousands, except share and
per share data)
Long-term debt (1)
  $ 13,843     $          
Shareholders’ equity
                       
 
Ordinary shares,
                       
   
US$0.00002 par value, 50,000,000,000,000 shares authorized:
                       
   
500,000,000 shares issued and outstanding (566,037,734 shares issued and outstanding on a pro forma basis) (           shares issued and outstanding on a pro forma as adjusted basis)
  $ 10     $ 11          
Additional paid-in capital
    4,832       18,831          
Accumulated other comprehensive income
    47       47          
Retained earnings
    23,201       24,041          
     
     
     
 
 
Total shareholders’ equity
    28,090       42,930          
     
     
     
 
   
Total capitalization
  $ 41,933     $ 42,930          
     
     
     
 

(1)  Includes derivative liability of $1.96 million.

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DILUTION

          Our net tangible book value as of December 31, 2004 was approximately US$0.06 per ordinary share, or US$0.60 per ADS. Net tangible book value per ordinary share represents the amount of total tangible assets, minus the amount of total liabilities, divided by the total number of ordinary shares outstanding. Dilution is determined by subtracting net tangible book value per ordinary share from the assumed public offering price per ordinary share.

          Without taking into account any other changes in such net tangible book value after December 31, 2004, other than to give effect to (i) the conversion of all of our convertible notes into ordinary shares, which will occur immediately prior to the closing of this offering, and (ii) our sale of the                      ADSs offered in this offering, at the initial public offering price of US$                    per ADS and after deduction of underwriting discounts and commissions and estimated offering expenses, our adjusted net tangible book value at December 31, 2004 would have been US$                    per outstanding ordinary share, including ordinary shares underlying our outstanding ADSs, or $                    per ADS. This represents an immediate increase in net tangible book value of US$                    per ordinary share, or US$                    per ADS, to existing shareholders and an immediate dilution in net tangible book value of US$                    per ordinary share, or $                    per ADS, to purchasers of ADSs in this offering.

          The following table illustrates the dilution on a per ordinary share basis assuming that the initial public offering price per ordinary share is US$                    and all ADSs are exchanged for ordinary shares:

         
Assumed initial public offering price per ordinary share
  $    
Net tangible book value per ordinary share
  $ 0.06  
     
 
Amount of dilution in net tangible book value per ordinary share to new investors in the offering
  $    
     
 
Amount of dilution in net tangible book value per ADS to new investors in the offering
  $    
     
 

          The following table summarizes, on a pro forma basis as of December 31, 2004, the differences between the shareholders at our most recent fiscal year end and the new investors with respect to the number of ordinary shares purchased from us, the total consideration paid and the average price per ordinary share paid before deducting estimated underwriting discounts and commissions and estimated offering expenses.

                                                   
Ordinary Shares Average
Purchased Total Consideration Price Per Average


Ordinary Price Per
Number Percent Amount Percent Share ADS






Existing shareholders
  $                 %   $                 %   $       $    
New investors
                                               
     
     
     
     
     
     
 
 
Total
  $                 %   $                 %                
     
     
     
     
                 

          As of the date of this prospectus, there are                      ordinary shares available for future issuance under our 2005 share incentive plan. To the extent that any of these shares are issued, there will be further dilution to new investors.

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ENFORCEABILITY OF CIVIL LIABILITIES

          We were incorporated in the Cayman Islands in order to enjoy the following benefits:

  political and economic stability;
 
  an effective judicial system;
 
  a favorable tax system;
 
  the absence of exchange control or currency restrictions; and
 
  the availability of professional and support services.

          However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include:

  the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors; and
 
  Cayman Islands companies may not have standing to sue before the federal courts of the United States.

          Our constituent documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.

          Almost all of our current operations are conducted in China, and substantially all of our assets are located in China. We have appointed CT Corporation System, 111 Eighth Avenue, New York, NY 10011, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States. A majority of our directors and officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

          Conyers Dill & Pearman, Cayman, our counsel as to Cayman Islands law, and Guantao Law Firm, our counsel as to PRC law, have advised us, respectively, that there is uncertainty as to whether the courts of the Cayman Islands and China, respectively, would:

  recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or
 
  entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

          Conyers Dill & Pearman, Cayman, has further advised us that a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as debt in the courts of the Cayman Islands under the common law doctrine of obligation. Civil liability provisions of the U.S. federal and state securities law permit punitive damages against us; however, according to Conyers Dill & Pearman, Cayman, the Cayman Island courts would not recognize or enforce judgments against us to the extent the judgment is punitive or penal. It is uncertain as to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities law would be determined by the Cayman Islands courts as penal or punitive in nature. Such a determination has yet to be made by any Cayman Islands court.

          Guantao Law Firm has advised us further that the recognition and enforcement of foreign judgments are provided for under PRC Civil Procedures Law. Courts in China may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedures Law based on treaties between

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China and the country where the judgment is made or on reciprocity between jurisdictions. However, according to PRC Civil Procedures Law, courts in China will not enforce a foreign judgment against us if they determine such judgment violates the basic principles of PRC law or national sovereignty, security or public interest. So, it is uncertain whether a judgment obtained from a U.S. court under the securities law would be determined to be enforceable by courts in China.

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SELECTED CONSOLIDATED FINANCIAL DATA

          The following selected consolidated financial data for the period from July 26, 2002 (date of inception) to December 31, 2002 and the years ended December 31, 2003 and 2004 and selected consolidated balance sheet data as of December 31, 2002, 2003 and 2004 are derived from our audited consolidated financial statements included elsewhere in this prospectus and should be read in conjunction with, and are qualified in their entirety by reference to, those financial statements and related notes. Our audited financial statements have been audited by Deloitte Touche Tohmatsu and were prepared in accordance with U.S. GAAP. The following selected consolidated financial data should be read in conjunction with our audited consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

                           
For the Period
From July 26, 2002 Year Ended December 31,
to December 31,
2002 2003 2004



(In thousands, except per share and per ADS data)
Consolidated Statement of Operations Data
                       
Revenues:
                       
 
Design fees
  $     $ 7,947     $ 29,495  
 
Royalty income
          1,259       6,961  
 
Component products
          471       10,104  
     
     
     
 
Total net revenues
          9,677       46,560  
     
     
     
 
Cost of revenues:
                       
 
Design fees
          2,260       10,951  
 
Royalty income
                725  
 
Component products
          371       8,208  
     
     
     
 
Total cost of revenues
          2,631       19,884  
     
     
     
 
Gross profit
          7,046       26,676  
     
     
     
 
Operating expenses:
                       
 
General and administrative
    (6 )     (968 )     (4,771 )
 
Research and development
          (700 )     (2,506 )
 
Selling and marketing
          (39 )     (694 )
 
Impairment of acquired intangible assets
          (423 )      
     
     
     
 
Total operating expenses
    (6 )     (2,130 )     (7,971 )
     
     
     
 
(Loss) income from operations
    (6 )     4,916       18,705  
Total other income (loss), net
    7       40       (461 )
Income taxes
                 
     
     
     
 
Net income
  $ 1     $ 4,956     $ 18,244  
     
     
     
 
Net income per ordinary share
                       
 
Basic
  $     $ 0.02     $ 0.04  
     
     
     
 
 
Diluted
  $     $ 0.02     $ 0.03  
     
     
     
 
Net income per ADS
                       
 
Basic
  $     $ 0.20     $ 0.36  
     
     
     
 
 
Diluted
  $     $ 0.20     $ 0.35  
     
     
     
 
Shares used in per share computation
                       
 
Basic
          242,456,753       500,000,000  
     
     
     
 
 
Diluted
          243,074,581       551,823,942  
     
     
     
 

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As of December 31,

2002 2003 2004



(In thousands)
Consolidated Balance Sheet Data
                       
 
Cash and cash equivalents
  $ 11     $ 7,699     $ 35,086  
 
Accounts receivable
          5,230       7,760  
 
Inventories
          732       5,030  
 
Total assets
  $ 3,618     $ 23,911     $ 67,542  
 
Advance from customers
          5,952       16,418  
 
Total current liabilities
  $ 1,201     $ 8,324     $ 23,869  
 
Convertible notes
  $     $ 4,000     $ 11,887  
 
Derivative liability
  $     $     $ 1,956  
 
Minority interests
  $     $ 1,763     $ 1,740  
 
Total shareholders’ equity
    2,417       9,824       28,090  
 
Total liabilities and shareholders’ equity
  $ 3,618     $ 23,911     $ 67,542  

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

          You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion may contain forward-looking statements based upon current expectations, the fulfillment of which is uncertain and subject to risks. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this prospectus.

          We are one of the largest independent mobile handset design houses in China. We provide complete design services spanning the entire handset design cycle, which involves industrial design, mechanical design, software design, hardware design, component selection and sourcing, prototype testing, pilot production and production support. We achieved profitability in 2003 and in 2004. Our results have been driven by the growing trend among mobile handset brand owners to outsource the design function to independent design houses. From our inception in July 2002 to December 31, 2004, we successfully designed 58 mobile handset models. For the year ended December 31, 2004, we generated net revenues of US$46.6 million and net income of US$18.2 million.

          We commenced operations in July 2002 through TechFaith China. We signed our first mobile handset design contract in March 2003 and began to recognize revenues from our design services in June 2003. We created our current holding company structure through a series of transactions that resulted in TechFaith becoming the ultimate holding company in November 2004 when it issued shares in exchange for all the shares that our shareholders held in TechFaith BVI. We conduct substantially all of our operations through our subsidiaries in China.

          The mobile handset industry is characterized by shortened product life cycles, increasing competition, margin pressure for wireless handset brand owners and a growing trend toward outsourcing. We expect our business to be primarily driven by the growing mobile handset markets and the industry trend to outsource the handset design function. We also expect our future revenue growth to be driven by our design contracts from new international customers and top Chinese customers and the expansion of our service offerings to cover handsets for sale internationally.

          Our gross margins have varied since our inception and are expected to continue to vary as a result of a variety of factors. These factors include changes in the relative mix of our services and products and the terms at which we offer them. In order to maintain or improve our gross margin for our design services, we must reduce our unit cost through achieving greater economies of scale, particularly in the face of price pressures in a competitive market. We offer printed circuit boards, or PCBs, wireless modules and other component products principally at cost, plus a margin. We also assist customers in procuring handset testing equipment. We offer these products and services principally for strategic purposes at a margin lower than that for our design services. For example, we sell PCBs as a means of determining our customers’ handset sales for calculating royalty payments under arrangements discussed in “— Net Revenues” below. Accordingly, to the extent the contribution of component sales to our net revenues increases, our blended gross margin will correspondingly decrease, in the absence of any other change.

          We provide mobile handset design services to mobile handset brand owners. Our customers include leading Chinese mobile handset brand owners, such as Bird, Haier, Konka and Lenovo, and international mobile handset brand owners, such as Alcatel, Kyocera, Mitsubishi, NEC and UTStarcom. Although Chinese mobile handset customers accounted for most of our net revenues and fueled our initial growth, international brand owners have contributed to an increasing portion of our net revenues. We expect the revenue contribution from international mobile handset customers to increase rapidly as we focus our sales and marketing efforts to target international brand owners while retaining the top Chinese brand owners. A small number of customers have historically accounted for a substantial portion of our net revenues. In 2003, our top three customers collectively accounted for approximately 88.2% of our net revenues. In 2004, our top four customers collectively accounted for approximately 56.8% of our net revenues. Sales to our largest customers have varied from period to period due primarily to our relatively short period of operation and the

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continued expansion of our customer base. As international mobile handset brand owners offer high growth potential to our business, and Chinese mobile handset brand owners are reportedly experiencing declining profitability due to intense competition from international brand owners and decrease in consumer demand, we believe that our future growth and success will depend in part on the extent to which leading international mobile handset brand owners engage us to design mobile handsets for them. We expect that our largest customers will vary significantly in the future as we aim to attract more international mobile handset brand owners as our customers.

          Net Revenues. We derive our revenues primarily from mobile handset design services, and to a lesser extent, sales of wireless modules, PCBs and other component products for mobile handsets. Revenues from design services comprise of design fees and royalty income.

          We recognize design fees as revenues only when a pre-agreed milestone has been reached. In general, three milestones are identified in our design contracts with customers. When the mobile handset design receives the approval verifying its conformity with applicable industry standards, in the case of GSM-based handsets, the full type approval, or FTA, for its conformity with GSM standards, we achieve the first milestone with respect to the design. When the mobile handset design receives regulatory approval for its use in the intended country, in the case of China, a China type approval, or CTA, we achieve the second milestone. When the customer accepts the mobile handset design and is ready to begin mass production of mobile handsets based on our design, we achieve the last milestone, which we refer to as shipping acceptance, or SA. We generally charge a fixed price for our projects and recognize revenues based on percentage of completion of the project upon attaining pre-agreed milestones set forth in the agreement with the customer. We measure progress toward completion by reference to the total labor costs and direct project expenses incurred as of the time we reach a pre-agreed milestone, as compared to the total labor costs and direct project expenses we expect to incur for completing a design project through SA, the last milestone. We believe this measure of percentage of completion best reflects the value of the work completed as of the milestone. If actual labor costs and direct project expenses change after a milestone is reached, we adjust the cost of revenues for the period during which we know the facts that give rise to the change. If a milestone has not been reached, the associated cost is deferred and revenues are not recognized until the milestone has been achieved.

          Historically, we have entered into royalty arrangements with Chinese mobile handset brand owners, pursuant to which we charge a royalty in addition to the design fees described above as we retain the schematic design and PCB layout of the mobile handset we design. The royalty is calculated at a variable rate based on the volume of mobile handsets manufactured by a customer. Recently, we also entered into a royalty arrangement with one of our international customers, NEC, whereby NEC would pay us royalties at a variable rate based on the volume of mobile handsets manufactured by NEC in addition to the design fees paid to us. In addition, beginning from the fourth quarter of 2004, some of our component suppliers and technology providers agreed to provide commissions to us for the use of their components and technology in our designs, and we recognize such commissions as part of our royalty income when these component suppliers and technology providers confirm the amount of commissions.

          We recognize revenues from sales of wireless modules, PCBs and other electronic component products for mobile handsets upon delivery of these products to the customer. The customer orders component products it requires to manufacture mobile handsets from us. We then source the production of the component products from an outside supplier. We recognize revenues when the component products are delivered to the customer. We record the gross amounts billed to our customers as we are the primary obligor in these transactions. This is because we have latitude in establishing prices, are involved in the determination of the service specifications, bear credit risk and inventory risk and have the right to select the suppliers. We also assist certain customers in installing mobile handset testing lines and recognize revenues when these lines are installed.

          Our net revenues from design fees and royalty income reflect deductions from our gross revenues for local business taxes incurred by our subsidiaries in China. Each of our subsidiaries in China is subject to a local business tax at an effective rate of 5% on revenues generated from services provided in China. We may,

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upon application to and approval from relevant tax authorities, be eligible for full refunds of the business taxes to the extent they related to the revenue generated under technology development agreements and/or technical marketing agreements. We have applied for and received refunds in connection with the revenues generated under several of our mobile handset design contracts. Our net revenues from sales of wireless modules, PCBs and other component products reflect deductions from our gross revenues for value-added taxes incurred by our subsidiaries in China. We are required to pay value added tax, or VAT, at a rate of 17% of the gross sales proceeds received by our Chinese subsidiaries from such sales.

          Cost of Revenues. Cost of revenues for our design fees primarily consists of part of our engineers’ compensation and benefits for the period during which they are involved in any mobile handset design project, and to a lesser extent, product warranty expenses, costs of materials used in making handset prototypes and depreciation and amortization of intangible assets including technology licenses and royalty rights used in connection with our design services. Cost of revenues for our royalty income normally are minimal. However, we incurred cost of revenues for our royalty income in 2004 in connection with the royalty rights under the three mobile handset design contracts that Beijing Qidi Century Communication Technology Limited, or Beijing Qidi, assigned to us in connection with a litigation settlement. The royalty rights are fully amortized within 12 months. We owned a 49% equity interest in Beijing Qidi until our divestment in September 2003. Cost of revenues from our sales of wireless modules consists primarily of cost of materials used in making wireless modules, and to a lesser extent, compensation and benefits to our staff associated with the wireless module business. Cost of revenues from sales of PCBs and other component products consists of the cost of acquiring PCBs and other component products from third parties, and cost incurred in connection with our assisting customers in installing testing equipment and lines for the testing of handsets before shipment.

          Operating Expenses. Our operating expenses consist of general and administrative, research and development and selling and marketing expenses and expenses related to impairment of acquired intangible assets.

          General and Administrative. General and administrative expenses consist primarily of compensation and benefits of administrative personnel, lease expenses for occupancy associated with administration, travel and other expenses for general and administrative purposes, as well as costs for professional services, including legal and accounting services.

          Research and Development. Research and development expenses consist primarily of the portion of our engineers’ compensation and benefits not attributable to any mobile handset design project pursuant to a design contract, amortization of assets related to research and development, compensation and benefits to our engineers who are involved in the development of wireless modules, and lease expenses for occupancy associated with research and development.

          Selling and Marketing. Selling and marketing expenses consist primarily of expenses related to marketing and promotion activities, compensation and benefits for sales and marketing personnel and travel expenses of sales and marketing personnel. We expect our selling and marketing expenses to increase in absolute terms as we hire additional sales and marketing personnel and expand our selling and marketing network in Europe and North America to promote and sell our mobile handset design services.

          Impairment of Acquired Intangible Assets. Expenses related to impairment of acquired intangible assets represent the expenses we incurred in acquiring a technology for monochrome screen interface of mobile handsets in early 2003. We outsourced the development of this technology at the end of 2002 but ceased to use it in 2003 because advanced mobile handset-related technologies were adopted at a much faster pace in 2003 than what we had expected in 2002, which caused the technology for monochrome screen interface to become outdated in 2003.

          Income Taxes. Under the current laws of the Cayman Islands and British Virgin Islands where our holding company and intermediate holding companies are located, we are not subject to tax on our income or capital gains. In addition, our payment of dividends is not subject to withholding tax in these jurisdictions.

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          Under the current laws of China, our subsidiaries in China are subject to state enterprise income tax, or EIT, at a rate of 33% on taxable income in China. TechFaith China, Techfaith Beijing and STEP Technologies have all been classified by the Chinese government authorities as “new and high technology enterprises.” In addition, all of them are located in the special technology development zone in Beijing. As a result of these factors, they are entitled to a preferential EIT rate of 15% and a three-year exemption from EIT, followed by a 50% reduction in the EIT rate for the succeeding three years. Techfaith Shanghai is currently in the process of applying for the “new and high technology enterprise” status. Applicable laws and regulations in China specify certain financial and non-financial criteria for a company to be eligible for and maintain its status as a “new and high technology enterprise.” The status of our subsidiaries in China is re-assessed on a bi-annual basis.

Critical Accounting Policies

          We prepare our financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenue and expenses during the financial reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that are believed to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements as their application assists management in making their business decisions.

          Revenue Recognition. Our revenues are primarily derived from designing mobile handsets and we generate our revenues principally through design fees and royalty income.

          We recognize design fees in accordance with Statement of Position (“SOP”) 97-2 because the software element of the handset has been deemed more than incidental for the handset design process taken as a whole. Accordingly, as prescribed by SOP 97-2, we recognize design fees revenues in accordance with SOP 81-1 “Accounting for Performance of Construction-Type and Certain Production-Type Contracts” as the handset design process requires significant production, development or customization of software. SOP 81-1 provides that the percentage-of-completion method of revenue recognition is preferable in instances where reasonably dependable estimates exist. We believe that we are able to produce such estimates and to appropriately measure the amount of revenues to be recognized at the date each contractual milestone — FTA, CTA or SA — is achieved using the percentage-of-completion method of accounting. Consistent with SOP 81-1, we believe that an output measure, such as contract milestones, is most reflective of the manner in which we earn revenues under our design contracts. Accordingly, we recognize design fee revenues as each contractual milestone is met, based on the percentage of completion at each milestone by using input measures — labor hours and other relevant costs incurred through the date of milestone compared to the total labor hours and other relevant costs estimated to be incurred to complete the design project through the last milestone. We believe that these contractual milestones are significant and specific tasks that are outlined in the design contracts and provide our customers with the ability to review the project status. We also believe that this is more reflective of the design progress completed through the date of the milestone, as opposed to designating percentage of completion based on the amounts that become billable at the milestone.

          The customized mobile handset design process involves industrial design, mechanical design, software design, hardware design, component selection and sourcing, prototype testing and pilot production. It typically takes six to nine months to complete a mobile handset design project. We generally enter into a design contract with each customer with respect to a design project prior to the commencement of the project. On a periodic basis, management estimates the percentage of completion of each project to calculate the amount of revenues to be recognized when each project reaches a contractual milestone. Recognized revenues are subject to revisions as the contract progresses to completion. Revisions in profit estimates are charged to income in the period in which the facts that give rise to the revision become known. Accordingly, any changes in our estimates would impact our future operating results.

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          Our project and department managers have significant experience in the design and development of mobile handsets. The estimates deployed are based on their experience designing handsets. These are estimates and therefore contain a risk of change. In our experience, we have not experienced material adverse changes from period to period in calculating the percentage of completion.

Selected Quarterly Results of Operations

          The following table presents our unaudited consolidated selected quarterly results of operations for the eight quarters ended December 31, 2004. You should read the following table in conjunction with our audited consolidated financial statements and related notes contained elsewhere in this prospectus. We have prepared the unaudited consolidated financial information on the same basis as our audited consolidated financial statements. The unaudited consolidated financial information includes all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for the quarters presented.

                                                                   
Three Months Ended
(unaudited)

March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31,
2003 2003 2003 2003 2004 2004 2004 2004








(in thousands, except operating data)
Consolidated Statement of Operation
                                                               
Net revenues:
                                                               
 
Design fees
  $     $ 379     $ 1,230     $ 6,338     $ 4,099     $ 6,281     $ 9,123     $ 9,992  
 
Royalty income
                      1,259       2,512       1,792       840       1,817  
 
Component products
                      471       2,416       2,771       2,070       2,847  
     
     
     
     
     
     
     
     
 
Total net revenues
  $     $ 379     $ 1,230     $ 8,068     $ 9,027     $ 10,844     $ 12,033     $ 14,656  
Cost of revenues:
                                                               
 
Design fees
  $     $ 282     $ 865     $ 1,113     $ 1,694     $ 2,540     $ 3,083     $ 3,634  
 
Royalty income
                            181       181       182       181  
 
Component products
                      371       1,997       2,217       1,914       2,080  
     
     
     
     
     
     
     
     
 
Total cost of revenues
  $     $ 282     $ 865     $ 1,484     $ 3,872     $ 4,938     $ 5,179     $ 5,895  
Gross profit
          97       365       6,584       5,155       5,906       6,854       8,761  
Operating expenses:
                                                               
 
General and administrative
  $ (95 )   $ (42 )   $ (65 )   $ (766 )   $ (673 )   $ (1,304 )   $ (1,568 )   $ (1,226 )
 
Research and development
    (40 )     (205 )     (97 )     (358 )     (542 )     (666 )     (1,023 )     (275 )
 
Selling and marketing
    (2 )     (5 )     (9 )     (23 )     (139 )     (165 )     (197 )     (193 )
 
Impairment of acquired intangible assets
    (423 )                                          
     
     
     
     
     
     
     
     
 
Total operating expenses
  $ (560 )   $ (252 )   $ (171 )   $ (1,147 )   $ (1,354 )   $ (2,135 )   $ (2,788 )   $ (1,694 )
(Loss) income from operations
    (560 )     (155 )     194       5,437       3,801       3,771       4,066       7,067  
 
Total other income (loss), net
    (51 )     (109 )     155       45       35       310       (375 )     (431 )
     
     
     
     
     
     
     
     
 
Net (loss) income
  $ (611 )   $ (264 )   $ 349     $ 5,482     $ 3,836     $ 4,081     $ 3,691     $ 6,636  
     
     
     
     
     
     
     
     
 
Operating Data
                                                               
Number of Handset Designs (1)
          1       3       8       13       28       29       33  


(1)  Represents the number of handset designs which contributed to the design fee revenues during the relevant quarterly period.

          Our net income (loss) fluctuated during the eight quarters ended December 31, 2004. Our total net revenues increased sequentially in each of these quarters, principally as a result of increases in design fee revenues during the period. Design fee revenues increased during each of the eight quarters except the quarter ended March 31, 2004. The decrease in design fee revenues in that quarter is principally attributable to the exceptionally high design fee revenues in the prior quarter, including a substantial amount of completion fee related to design contracts with two major customers. The decrease is also attributable to the higher amount of average design fee per project in 2003 as compared to 2004. Although average design fee per project decreased in 2004 primarily due to competition among independent wireless handset design houses in China,

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the number of milestones reached under our design contracts has increased as a result of an increased number of design projects and the shortened mobile handset design cycle.

          Design fee revenues were our primary source of revenues in each of the quarterly periods since we began operations. Design fee revenues for each quarterly period reflected the number of projects achieving design milestones and the relevant proportion of the value of the entire contract, based on a percentage of completion taking into account the amount of labor cost and expenses incurred for reaching the milestone during the quarterly period. The value per contract and the amount of time it takes to achieve the pre-agreed milestones vary, subject to the complexity of the design specified by the handset brand owners. We were in our development stage during the first and second quarters of 2003 and thus our operating expenses as a percentage of total net revenues for these two quarters were significantly higher than subsequent quarters. Since the third quarter of 2003, our operating expenses increased in amount sequentially in each of the quarters primarily due to our expanded business operations. We experienced some notable fluctuations in our result of operations for the quarter ended September 30, 2004. Our design fee revenues increased significantly to $9.1 million in the quarter ended September 30, 2004, and to $10.0 million in the quarter ended December 31, 2004, from $6.3 million in the quarter ended June 30, 2004 principally due to the substantial amount of design fee revenues, including completion fees that we generated from the design contracts with a major international brand owner. The decrease in our revenues from royalty income to $0.8 million in the quarter ended September 30, 2004 from $1.8 million in the prior quarter, is due to the timing difference in the recognition of royalty income related to several Chinese customers. Our revenues from royalty income increased to $1.8 million in the fourth quarter of 2004 primarily due to the commissions from some component suppliers. Our revenues from component products decreased to $2.0 million in the quarter ended September 30, 2004 from $2.8 million in the prior quarter as we decided to limit the growth of sales of our component products and focus more resources on the wireless handset design business. Our revenues from component products increased to $2.8 million in the fourth quarter of 2004 due to an increase of component products purchased by customers for use in the pilot production of mobile handsets that we designed for them. In the quarter ended September 30, 2004, our research and development expenses increased to $1.0 million from $0.7 million primarily as we invested more engineering resources in preparing for the design of CDMA-based wireless handsets after we entered into license agreements in March 2004 to develop CDMA-based handsets. Our general and administrative expenses increased substantially in the two quarters ended September 30, 2004 primarily because of the expenses incurred in connection with our preparation for a proposed listing of our ordinary shares on the Stock Exchange of Hong Kong which we subsequently abandoned.

          As most of our growth has occurred during the most recent quarters and because our quarterly results have fluctuated as describe above, our operating results for any quarter are not necessarily indicative of results that may be expected for any future period. In particular, our operating results in any quarterly period may be affected by a number of factors, including those noted in “Risk Factors — Risks Related to Our Business — We Experience Fluctuations in Quarterly Operating Results.”

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Results of Operations

          The following table sets forth a summary of our consolidated statements of operations. Our business has evolved rapidly and significantly since we commenced operations in July 2002. Our limited operating history makes the prediction of future operating results very difficult. We believe that period-to-period comparisons of operating results should not be relied upon as being indicative of future performance.

                           
For the Period from For the Year Ended
July 26, 2002 to December 31,
December 31,
2002 2003 2004



(In thousands)
Consolidated Statement of Operations Data
                       
Net revenues:
                       
 
Design fees
  $     $ 7,947     $ 29,495  
 
Royalty income
          1,259       6,961  
 
Component products
          471       10,104  
     
     
     
 
Total net revenues
  $     $ 9,677     $ 46,560  
     
     
     
 
Cost of revenues:
                       
 
Design fees
  $     $ 2,260     $ 10,951  
 
Royalty income
                725  
 
Component products
          371       8,208  
     
     
     
 
Total cost of revenues
  $     $ 2,631     $ 19,884  
     
     
     
 
Gross profit
          7,046       26,676  
Operating expenses:
                       
 
General and administrative
  $ (6 )   $ (968 )   $ (4,771 )
 
Research and development
          (700 )     (2,506 )
 
Selling and marketing
          (39 )     (694 )
 
Impairment of acquired intangible assets
          (423 )      
     
     
     
 
Total operating expenses
  $ (6 )   $ (2,130 )   $ (7,971 )
     
     
     
 
(Loss) income from operations
  $ (6 )   $ 4,916     $ 18,705  
Total other income (loss), net
    7       (9 )     (484 )
Income taxes
                 
Minority interests
          49       23  
     
     
     
 
Net income
  $ 1     $ 4,956     $ 18,244  
     
     
     
 

Period from July 26, 2002 to December 31, 2002

          We were founded in July 2002. For the period from our inception to December 31, 2002, we were a development stage company and did not sell any services or products. During this period, we were in the process of establishing our management structure and formulating our strategy and vision, and accordingly, did not generate any revenue.

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          Design fees contributed to most of our revenues for all the periods presented in our consolidated financial statements. The following table sets forth the number of mobile handsets which contributed to our design fee revenues and the number of milestones we achieved in 2003 and 2004, respectively.

                 
2003 2004


Number of Handset Designs
    9       58  
 
Milestone
               

               
FTA
    11       69  
CTA
    4       62  
SA
    3       55  

Comparison of the Year Ended December 31, 2003 and the Year Ended December 31, 2004

          Net Revenues. Our net revenues increased substantially to US$46.6 million in 2004 from US$9.7 million in 2003. The increase was primarily attributable to a substantial increase in net revenues from design fees and, to a lesser extent, substantial increases in net revenues from component products and royalty income.

          Design Fees. Our net revenues from design fees increased substantially to US$29.5 million in 2004 from US$7.9 million in 2003 because of a significant growth of our wireless handset design service business. In 2003, a total of 9 handset designs contributed to our design fee revenues, 11 mobile handsets designed by us reached the FTA milestone, four mobile handsets designed by us achieved the CTA milestone and three mobile handsets designed by us achieved the SA milestone. In contrast, in 2004, a total of 58 designs contributed to our design fee revenues, 69 of our mobile handset designs achieved the FTA milestone, 62 of our mobile handset designs achieved the CTA milestone, and 55 of our mobile handset designs achieved the SA milestone. Our customer base expanded substantially in 2004. International customers such as Alcatel, Kyocera, Mitsubishi, NEC and UTStarcom engaged us to design mobile handsets, while eight of the top 10 Chinese mobile handset brand owners were our customers in 2004.

          Royalty Income. Our royalty income increased substantially to US$7.0 million in 2004 from US$1.3 million in 2003. The increase was primarily attributable to the continuous completion of handset design projects throughout 2004, whereas we only began generating royalty income in the fourth quarter of 2003, after completing our first design project in September 2003.

          Component Products. Revenues from sales of our component products increased substantially to US$10.1 million in 2004 from US$0.5 million in 2003. The increase was primarily due to substantial increases in sales of PCBs to US$6.0 million in 2004 from US$0.4 million in 2003 and sales of other components for mobile handsets to US$4.1 million in 2004 from US$0.1 million in 2003.

          Cost of Revenues. Cost of revenues increased substantially to US$19.9 million in 2004 from US$2.6 million in 2003. The increase was primarily attributable to a substantial increase in cost of revenues for design fees and, to a lesser extent, substantial increases in cost of revenues for component products and royalty income.

          Design Fees. Cost of revenues for design fees increased substantially to US$11.0 million in 2004 from US$2.3 million in 2003, primarily as a result of increased compensation and benefits allocated to engineers who worked on design projects in 2004.

          Royalty Income. Our cost of revenues for royalty income was US$0.7 million in 2004. This cost related to amortization charges associated with our acquisition of certain intangible assets from Beijing Qidi in January 2004. We did not incur any cost of revenues for royalty income in 2003.

          Component Products. Cost of revenues for component products increased substantially to US$8.2 million in 2004 from US$0.4 million in 2003. The increase was due primarily to increases in cost of revenues of PCBs to US$5.0 million in 2004 from US$0.3 million in 2003 and cost of revenues of other components for mobile handsets to US$3.2 million in 2004 from US$0.1 million in 2003.

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          Gross Profit. Our gross profit was US$26.7 million in 2004, compared to US$7.0 million in 2003, representing gross margins of 57.3% and 72.8%, respectively. The decrease in gross margin was primarily as a result of an increase in cost of revenues across all three categories of our revenues.

          Design Fees. Our gross profit for design fees was US$18.5 million in 2004, compared to US$5.7 million in 2003, representing gross margins of 62.9% and 71.6%, respectively. The decrease in gross margin was primarily the result of a decrease in the average design fee per project in 2004 as compared to 2003.

          Royalty Income. Our gross profit for royalty income was US$6.2 million in 2004, compared to US$1.3 million in 2003, representing gross margins of 89.6% and 100%, respectively. The decrease in gross margin was because we incurred cost of revenues for royalty income in 2004.

          Component Products. Our gross profit from the sale of component products was US$1.9 million in 2004, compared to US$0.1 million in 2003, representing gross margins of 18.8% and 21.2%, respectively. The decrease in gross margin was primarily the result of the increases in cost of revenues from PCBs.

          Operating Expenses. Operating expenses increased to US$8.0 million in 2004 from US$2.1 million in 2003. The increase was due to substantial increases in general and administrative expenses and research and development and, to a lesser extent, an increase in selling and marketing expenses.

          General and Administrative. General and administrative expenses increased to US$4.8 million in 2004 from US$1.0 million in 2003. The increase was due primarily to a substantial increase in our administrative personnel as we continued to grow our business, and to a lesser extent, an increase in rental costs as we leased new premises to accommodate our growth. The increase was also attributable to additional staff and rent expenses related to Techfaith Shanghai, which we formed in early 2004 to focus on developing mobile handsets based on the CDMA platform licensed from QUALCOMM.

          Research and Development. Research and development expenses increased to US$2.5 million in 2004 from US$0.7 million in 2003. The increase was due primarily to the hiring of additional engineers in anticipation of the growth of our wireless design service business, including 2.5G and 3G mobile handset designs based on the CDMA platform licensed from QUALCOMM.

          Selling and Marketing. Selling and marketing expenses increased to US$0.7 million in 2004 from US$39,000 in 2003. The increase was due primarily to the increase in our selling and marketing staff and activities as we expanded our efforts to market and sell our services.

          Impairment of Acquired Intangible Assets. In 2003, we recorded an impairment charge related to impairment of acquired intangible assets in the amount of US$0.4 million, or 20% of the total amount of operating expenses in 2003. This expense reflected the one-time write-off of the then carrying value of the monochrome screen interface technology we acquired and then discontinued to use in 2003. We did not incur any such expense in 2004.

          Total Other Income (Loss) Net. We incurred total other net income of US$0.5 million in 2004 as compared to total other net loss of US$9,000 in 2003, primarily due to the accrued interest expense and amortized discount related to the convertible notes issued in April 2004.

          Net Income. Our net income increased to US$18.2 million in 2004 from US$5.0 million in 2003 as a result of the cumulative effect of the foregoing factors.

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Liquidity and Capital Resources

          The following table sets forth a summary of our cash flows for the periods indicated:

                         
For the Period from Year Ended
July 26, 2002 to December 31,
December 31,
2002 2003 2004



(In thousands of U.S. dollars)
Net cash (used in) provided by operating activities
    (1,233 )     8,716       25,809  
Net cash used in investing activities
    (2,368 )     (8,395 )     (8,112 )
Net cash provided by financing activities
    3,612       7,342       9,700  
Effect of exchange rate changes
          25       (10 )
Net increase in cash and cash equivalents
    11       7,688       27,387  
Cash and cash equivalents at beginning of period
          11       7,699  
Cash and cash equivalents at end of period
    11       7,699       35,086  

          We have financed our operations through cash generated from our operating activities and private securities issuances. Prior to December 2003, we received capital contributions from former shareholders of TechFaith China. In December 2003, we received US$4.0 million from the issuance by TechFaith BVI of convertible notes to SeaBright, a strategic investor. The notes issued to SeaBright were canceled in connection with TechFaith BVI’s issuance of a total of US$14.0 million of convertible notes to four strategic investors, namely Intel, QUALCOMM, HTF 7 and SeaBright in April 2004. As of December 31, 2004, we had US$35.1 million in cash and cash equivalents. Our cash and cash equivalents primarily consist of cash on hand and bank deposits with terms of three months or less. We believe that our current cash and cash equivalents and cash flow from operations will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures for the next twelve months. We may, however, require additional cash resources beyond the next twelve months due to higher than expected growth in our business or other changing business conditions or future developments, including any possible investments or acquisitions. If our existing cash resources are insufficient to meet our requirements, we may seek to sell additional equity securities, debt securities or borrow from banks. We cannot assure you that financing will be available in the amounts we need or on terms acceptable to us, if at all. The sale of additional securities, including convertible debt securities, would result in additional dilution to our shareholders. The incurrence of indebtedness would result in debt service obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business, operations and prospects may suffer.

          The ability of our subsidiaries in China to convert RMB into U.S. dollars and make payments to us is subject to PRC foreign exchange regulations. Under these regulations, RMB is convertible for current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions. Conversion of RMB for capital account items, such as direct investment, loan, security investment and repatriation of investment, however, is still subject to the approval of relevant PRC government authorities. TechFaith is a holding company and has no present plan to pay any cash dividends on its ordinary shares in the foreseeable future. See “Dividend Policy.” Nor does TechFaith have any loans or any other outstanding debts. Each of our operating subsidiaries in China fulfils its own cash obligations. Accordingly, we believe that the impact of PRC foreign exchange regulations on TechFaith’s ability to meet its cash obligations is minimal.

          Operating Activities. Net cash provided from operating activities increased substantially to US$25.8 million in 2004 from US$8.7 million in 2003. The increase was due primarily to the increased operating income resulting from the significant increase in our wireless handset design service contracts and, to a lesser extent, to the significant increases in our component product sales and our royalty income.

          In connection with our design services, our customers typically pay us a portion of design fees immediately after the design contract is executed. We account such fees as advances from customers only until a pre-agreed milestone has been reached. Due to the increasing competition among mobile handset

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design houses, the percentage of the upfront design fees to the total design fees paid to us by our customers in connection with a mobile handset design project was smaller in 2004 as compared to 2003. As a result, the amount of advances from customers increased by 175.8% to US$16.4 million in 2004 from US$6.0 million in 2003 even though design fee revenues increased by 380.4% during the same period.

          Our accounts receivable amounted to US$5.2 million and US$7.8 million as of December 31, 2003 and 2004, respectively. Our inventories amounted to US$0.7 million and US$5.0 million as of December 31, 2003 and 2004, respectively.

          Investing Activities. Net cash used in investing activities decreased slightly to US$8.1 million in 2004 from US$8.4 million in 2003. Our investing activities in 2003 primarily consist of capital expenditures in connection with the purchase of software, machinery and equipment, offset by the US$1.2 million received from sale of our equity interest in Beijing Qidi. Our investing activities in 2004 primarily consist of the purchase of plant, machinery and equipment and the purchase of intangible assets for our mobile handset design business.

          Financing Activities. Net cash provided by financing activities increased by 32.1% to US$9.7 million in 2004 from US$7.3 million in 2003. Net cash provided by financing activities in 2004 primarily consisted of US$10.0 million from net issuance of interest-free convertible notes to three strategic investors in April 2004. Net cash provided by financing activities in 2003 primarily consisted of US$4.0 million from issuance of interest-free convertible notes to SeaBright and US$4.2 million from our shareholders as capital contribution to our subsidiaries in China, offset by our repayment of a short term loan in the amount of US$1.8 million to an unrelated party. In December 2003, we received US$4.0 million from issuance of convertible notes to SeaBright, a strategic investor. The notes issued to SeaBright were canceled and replaced with the new notes to SeaBright in connection with the issuance of a total of US$10.0 million of interest-free convertible notes to three additional strategic investors, namely, Intel, QUALCOMM and HTF in April 2004. Upon the completion of this offering, all convertible notes will be automatically converted into our ordinary shares.

          Our capital expenditures amounted to US$1.2 million, US$5.6 million and US$6.2 million in the period from our inception to December 31, 2002, 2003 and 2004, respectively. Our historical capital expenditure consisted principally of purchases of software, machinery, equipment and other items related to our mobile handset design services. We expect to incur capital expenditures totaling approximately US$38.0 million in 2005. We expect our capital expenditures in 2005 to primarily consist of the following:

  approximately US$22.0 million to build a laboratory for developing mobile handsets using emerging technical standards, particularly CDMA 2000, CDMA-EVDO and WCDMA, and smart phones, as well as an advanced testing laboratory;
 
  approximately US$11.0 million to acquire new premises to build a dedicated research and development center and a mobile handset pilot production facility in Beijing; and
 
  approximately US$5.0 million to purchase additional software, machinery, equipment and other items necessary for our growing mobile handset design business.

Contractual Obligations

          The following table sets forth our contractual obligations as of December 31, 2004:

                                         
Payment Due by Period

Less Than 1-3 3-5 More Than
Contractual Obligations Total 1 Year Years Years 5 Years






(In thousands of U.S. dollars)
Long-term debt obligations
  $ 14,000     $     $ 14,000     $     $  
Operating lease obligations
    1,628       694       849       85        
Purchase obligations (1)
    655       655                    
     
     
     
     
     
 
Total
    $16,283     $ 1,349     $ 14,849     $ 85     $  
     
     
     
     
     
 


(1)  Purchase obligations relating to the purchase of plant, machinery and equipment.

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          Other than the contractual obligations set forth above, we do not have any long-term commitments.

Off-Balance Sheet Arrangements

          We do not have any outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency forward contracts. We do not engage in trading activities involving non-exchange traded contracts. Our convertible notes are convertible into ordinary shares at the request of the holders thereof at any time. In addition, the outstanding convertible notes are redeemable by the note holders after April 16, 2007. Accordingly, we consider our convertible notes to be derivative financial instruments.

Inflation

          Inflation in China has not had a material impact on our results of operations in recent years. According to CEIC, the change of Consumer Price Index in China was (0.8%) and 1.2% in 2002 and 2003, respectively.

Quantitative and Qualitative Disclosures About Market Risk

          Interest Rate Risk. Our risk exposure from changes in interest rates relates primarily to the interest income generated by excess cash invested in short term bank deposits. Interest-earning instruments carry a degree of interest rate risk. We have not been nor do we anticipate being exposed to material risks due to changes in interest rates.

          Foreign Exchange Risk. All of our revenues and substantially all our cost of revenues are denominated in RMB, with an immaterial portion of our cost of revenues denominated in the U.S. dollar. We have not had any material foreign exchange gains or losses. Although in general, our exposure to foreign exchange risks is limited and immaterial, fluctuations in exchange rates, primarily those involving the U.S. dollar, may affect our cost of revenues and profit margins. Furthermore, a decline in the value of US dollar could reduce the U.S. dollar equivalent of the value of the earnings from, and our investments in, our subsidiaries in China. To date, we have not used any forward contracts or currency borrowings to hedge our exposure to foreign currency exchange risk.

Recent Accounting Pronouncements

          In May 2003, the Financial Accounting Standard Board, or FASB, issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” This statement establishes standards for how an issuer classifies and measures certain financial instruments. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The statement requires that certain financial instruments that, under previous guidance, issuers could account for as equity be classified as liabilities (or assets in some circumstances) in statements of positions or consolidated balance sheets, as appropriate. The financial instruments within the scope of this statement are: (i) mandatorily redeemable shares that an issuer is obligated to buy back in exchange for cash or other assets; (ii) financial instruments that do or may require the issuer to buy back some of its shares in exchange for cash or other assets; and (iii) financial instruments that embody an obligation that can be settled with shares, the monetary value of which is fixed, tied solely or predominantly to a variable such as a market index, or varies inversely with the value of the issuer’s shares (excluding certain financial instruments indexed partly to the issuer’s equity shares and partly, but not predominantly, to something else). This statement does not apply to features embedded in a financial instrument that is not a derivative in its entirety. The statement also requires disclosures about alternative ways of settling the instruments and about the capital structure of entities all of whose shares are mandatorily redeemable. The adoption of SFAS No. 150 did not have a material impact on our financial position, cash flows or results of operations.

          In January 2003, FASB issued Interpretation Number, or FIN, No. 46, “Consolidation of Variable Interest Entities.” FIN 46 clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements” and provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and how to determine when and which business enterprise should consolidate the VIEs. This new model for consolidation applies to an

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entity in which either: (1) the equity investors (if any) lack one or more characteristics deemed essential to a controlling financial interest or (2) the equity investment at risk is insufficient to finance that entity’s activities without receiving additional subordinated financial support from other parties. Certain disclosure requirements of FIN 46 were effective for financial statements issued after January 31, 2003. In December 2003, FASB issued FIN 46 (revised December 2003), “Consolidation of Variable Interest Entities,” or FIN 46-R, to address certain FIN 46 implementation issues. The effective dates and impact of FIN 46 and FIN 46-R are as follows: (i) special-purpose entities, or SPEs, created prior to February 1, 2003. We must apply either the provisions of FIN 46 or early adopt the provisions of FIN 46-R at the end of the first interim or annual reporting period ending after December 15, 2003, (ii) non-SPEs created prior to February 1, 2003. We are required to adopt FIN 46-R at the end of the first interim or annual reporting period ending after March 15, 2004, and (iii) all entities, regardless of whether an SPE, that were created subsequent to January 31, 2003. The provisions of FIN 46 were applicable for variable interests in entities obtained after January 31, 2003. Adoption of FIN 46-R did not result in an impact on the consolidated statement of financial position or results of operations.

          In December 2002, the Emerging Issue Task Force, or EITF, reached a consensus on EITF Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables.” This issue addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities. In some arrangements, the different revenue-generating activities (deliverables) are sufficiently separable and there exists sufficient evidence of their fair values to separately account for some or all of the deliveries (that is, there are separate units of accounting). In other arrangements, some or all of the deliveries are not independently functional, or there is not sufficient evidence of their fair values to account for them separately. This issue addresses when, and if so, how an arrangement involving multiple deliverables should be divided into separate units of accounting. This issue does not change otherwise applicable revenue recognition criteria. The guidance in this issue is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of EITF 00-21 did not have a material effect on our consolidated financial statements.

          In December 2003, the SEC issued Staff Accounting Bulletin No. 104, or SAB 104, “Revenue Recognition.” SAB 104 updates portions of existing interpretative guidance in order to make this guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulations. The adoption of SAB 104 did not have a material effect on our consolidated financial statements.

          In 2004, the EITF reached a consensus in EITF 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” The consensus was that certain quantitative and qualitative disclosures should be required for debt and marketable equity securities classified as available-for-sale or held-to-maturity under SFAS Nos. 115 and 124, that are impaired at the balance sheet date but for which an other-than-temporary impairment has not been recognized. This EITF consensus is effective for fiscal years ending after December 15, 2003. Adoption of the EITF consensus did not result in an impact on the consolidated statement of financial position or results of operations.

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BUSINESS

Overview

          We are one of the largest independent mobile handset design houses in China. We provide complete design services spanning the entire handset design cycle, which involves industrial design, mechanical design, software design, hardware design, component selection and sourcing, prototype testing, pilot production and production support. We design GSM-based mobile handsets using major baseband technology platforms, such as those developed by Philips AG, Texas Instruments, Inc. and Skyworks Solutions, Inc. We have recently begun developing mobile handsets for use on WCDMA and CDMA networks through cooperation with Wuhan NEC Mobile Communication Co., Ltd. and QUALCOMM Inc. We have also begun to develop smart phones, which provide significant data capabilities in addition to the normal functions of a mobile handset. Our customers include leading Chinese mobile handset brand owners, such as Ningbo Bird Co., Ltd., Haier Group, Shenzhen Konka Telecommunications Technology Co., Ltd., and Legend Mobile Communication Technology Ltd., or Lenovo, and international mobile handset brand owners, such as Alcatel SA, Kyocera Corp., Mitsubishi Corp., NEC and UTStarcom, Inc. From our inception in July 2002 to December 31, 2004, we had successfully designed 58 mobile handset models. In 2004, we generated net revenues of US$46.6 million and net income of US$18.2 million.

          We conduct substantially all of our operations in China. Our strong technological capabilities, high-quality design services, strong customer relationships, strategic relationships with leading technology providers and ample skilled, low-cost engineering resources enable us to design a broad portfolio of mobile handsets at a competitive cost and with relatively shorter design cycles.

          We believe that we are well-positioned to capitalize on the opportunities presented by the growing trend among Chinese and international mobile handset brand owners to outsource the design function to independent design houses. Although business from Chinese mobile handset brand owners fueled our initial growth, international brand owners have contributed to an increasing portion of our net revenues. We intend to focus on winning more contracts from international customers and the leading Chinese customers.

Industry Background and Trends

          Large and Rapidly Growing Mobile Handset Market. The global mobile handset market has expanded rapidly in recent years. According to IDC, worldwide mobile handset shipments increased from 400 million units in 2000 to 514 million units in 2003 at a CAGR of 8.7%. Mobile handset shipments increased by 28.5% to 660 million units in 2004, driven mostly by increased demand for handsets with color displays and camera functions. IDC projects the annual shipment of mobile handsets to increase to 890 million units by 2008, or a CAGR of 8.2% from 2004, driven by the growth in both new subscription and replacement markets.

          The number of new subscribers in developing markets, such as the Asia Pacific and Eastern Europe, continues to grow. IDC projects the number of wireless subscribers in the Asia Pacific to grow from 563 million in 2004 to 896 million in 2008 at a CAGR of 12.3%. IDC also expects the mature markets, such as the U.S., to continue to grow, but at a slower pace. IDC estimates the number of subscribers in the U.S. and Western Europe will grow to 260 million and 308 million in 2008, or at CAGRs of 5.5% and 1.9% from 2004, respectively. Japan and South Korea are also expected to experience limited growth of new subscribers because of their high mobile phone penetration rates.

          In mature markets where the growth of the number of new subscribers is slower, demand for mobile handsets is primarily driven by existing subscribers upgrading and replacing their current handsets. According to IDC, mobile handset users are expected to replace their current handsets every 18 to 30 months in 2005 and beyond. The upgrade and replacement trend partly results from the introduction of handsets with advanced features, such as video communication, data services, mega-pixel cameras, high quality color display, music players, games and other consumer-oriented multimedia features, as hardware and software technologies continually evolve.

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          China is the world’s largest mobile handset market. According to IDC, annual mobile handset shipments in China increased at a CAGR of 181.9% from four million units in 2000 to 99 million units in 2003 and are expected to increase to 103 million units by 2008. This growth is attributable to the rapid increase of subscribers of wireless services. From 2000 to 2003, the number of subscribers grew at a CAGR of 44.7%. According to the International Telecommunications Union, the number of mobile handset users in China reached 269 million in 2003, surpassing the number of fixed-line subscribers of 263 million. However, in 2003, China’s mobile handset penetration rate is still relatively low at 21%, compared to 54% in the U.S., 68% in Japan and 69% in South Korea. Therefore, there is a greater potential for growth in China than in the mature markets. Based on IDC’s forecast, the annual net addition of the number of mobile handset subscribers in China will range from 37 million to 56 million during the period from 2005 to 2008, driving the total subscribers in China to 506 million in 2008.

          Mobile Handset Design and Manufacturing Value Chain. The following chart illustrates the typical mobile handset design and manufacturing value chain:

(CHART)

          It typically takes nine to eighteen months to complete the entire mobile handset value chain for each new mobile handset model developed. The value chain starts from product definition whereby the desired functions, basic technical specifications and key component selection and sourcing for a mobile handset are determined. Based on the product specifications, a comprehensive design solution, both for hardware and software, will be developed to achieve all the desired functions and features with satisfactory quality and the lowest possible cost. The design process also includes industrial design for the look and feel of the handset. The hardware design typically includes schematic design and PCB layout. The software design consists of the design of operating systems, middleware, man-machine interface, or MMI, surface user interface, or SUI, and wireless applications. Meanwhile, the industrial design will be implemented for the look and feel of the handset. After the design is completed, suppliers of mobile handset components, which mainly include PCBs, integrated circuits, or ICs, passive components, liquid crystal displays, or LCDs, batteries, receivers and microphones, plastic enclosures, antenna and keyboards, will ship these components to the manufacturing facilities of ODMs, EMS providers or in-house manufacturing sites of mobile handset brand owners for production.

          The manufacturing process consists of assembly, customer specific software configuration, testing and retail packaging. Depending upon the different manufacturing approaches adopted, the entire manufacturing process can be broken down into several steps and performed by different parties. For example, sometimes a mobile handset brand owner would ask an EMS provider to perform sub-assembly which is to assemble the PCB and the key components. The EMS provider will then ship the sub-assembled product back to the brand owner’s facilities for final assembly, software configuration, specific packaging, and various types of testing. The finished product will usually be delivered from the mobile handset brand owner’s place or from the ODMs/ EMS providers to telecommunications service operators or different types of distribution channels for sale to end users. Typically distributors will perform after-sale services with the support from mobile handset brand owners.

          Key Trends and Characteristics of Current Mobile Handset Industry. We have observed the following three key industry trends and characteristics:

          Shortened Product Life Cycle of Mobile Handsets. The product life cycle of mobile handsets has been significantly shortened compared to the recent past. To succeed in the fast evolving market, mobile handset brand owners have to constantly and rapidly introduce new handsets with enhanced look and feel and

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functionality to the market. The following two factors primarily contributed to the shortened product life cycle of mobile handsets.

  Increasing Demand for Variety of Products with Personalized Features. More consumers, particularly the younger generation, view mobile handsets as fashion accessories and accordingly, prefer customized and distinctive mobile handset products. On the other hand, wireless telecommunications operators begin to offer more data and other value-added services. As a result, more functions and features need to be built into a mobile handset with better look and feel across different markets and product segments, making product development more technologically challenging. In addition, given the intensifying competition among mobile handset brands, mobile handset brand owners have to offer consumers a choice of many models to maintain or increase their market shares.
 
  Continual Evolution of Wireless Technologies. Wireless technologies have been continually evolving at a rapid pace. Most mobile handsets are currently based on 2G wireless technology, using three common standards — GSM, CDMA and TDMA. 2G networks use a relatively low bandwidth and only permit voice communications. 2.5G technology enables wireless data communication based on the common standards including GPRS (GSM) and CDMA 1X (CDMA). 2.5G technology enables mobile handsets to offer more features, such as Internet access through mobile phone (WAP) and multimedia messaging (MMS). Bridging between 2.5G and 3G, 2.75G technology allows data transmission speed of up to 384Kbps through EDGE (GSM) and the upgrade of 2.5G CDMA 1X networks (CDMA). This enhanced data speed extended the service scope of current wireless infrastructure before the new 3G networks are deployed. 3G has been introduced in parts of Asia and Europe. 3G allows a significantly higher data transmission speed at a maximum of 2 to 2.5 Mbps, which enables users to access more features or applications, such as online mobile gaming and video communication or downloading. The current standards for 3G are WCDMA/ UMTS, CDMA 2000, TDS-CDMA and CDMA-EVDO.

          Increasing Competition. Competition in the global mobile handset market has become increasingly intense as more players enter the market. According to IDC, the collective worldwide market share of the top three mobile handset brand owners, namely Nokia, Motorola and Samsung, was 60.2% and 60.4% in 2003 and 2004, respectively. If these top players fail to keep up with technology developments and introduce new, competitive products with fast time to market, they may not be able to maintain their leading position.

          In the past, the global markets were dominated by mobile handset players based in Europe, the U.S. or South Korea. However, Japanese players have become increasingly aggressive in expanding their mobile handset businesses beyond Japan. Such players include Kyocera, Mitsubishi, NEC, Panasonic and Sanyo.

          The competition in the mobile handset market in China is also intense. While international mobile handset brand owners have been striving to gain market share, new Chinese mobile handsets are continually being introduced to the market. According to IDC, the number of Chinese mobile handset brand owners increased from 27 in 2000 to 39 in 2003 and their collective market share in China increased from 6.4% in 2000 to 55.0% in 2003.

          Greater Margin Pressure for Mobile Handset Vendors. The rate of decline of the selling prices of new mobile handsets after their launch has accelerated as new handsets with advanced features and different look and feel are continually being launched in the market. To stay competitive, mobile handset brand owners must constantly introduce new handsets with new or advanced features but expect to sell them in lower volumes for each model. The increases in selling and marketing expenses as well as in product development and manufacturing costs have resulted in greater pressure on the profit margins of mobile handset brand owners. Mobile handset brand owners are therefore aggressively seeking ways to reduce their overall cost structure to maintain profitability.

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          Growing Trend toward Outsourcing. Mobile handset brand owners traditionally perform all the functions across the entire mobile handset value chain from handset design and manufacturing to marketing and distribution. In response to developments in the mobile handset industry, mobile handset brand owners increasingly outsource the design and manufacturing functions to independent service providers to reduce development and production costs and risks, and to introduce more new handsets at a faster time-to-market. As a result, three major groups of independent handset service providers have emerged to serve mobile handset brand owners, namely, ODMs, EMS providers and independent mobile handset design houses.

          Mobile handset brand owners generally engage EMS providers to perform only manufacturing services and typically do not expect them to bear product development and inventory risks. ODMs typically design products based on their own perceptions of the market trend and end users’ demands and/or preferences and expect that some of their designs will be selected by mobile handset brand owners for large volume production. Therefore, in most cases, ODMs have to bear both product development and inventory risks.

          Emergence of Independent Mobile Handset Design Houses. Mobile handset ODMs and EMS providers help brand owners reduce overall cost of production and offload capital and fixed assets investment requirements. In addition, ODMs also help brand owners reduce product development costs and risks. However, mobile handset brand owners face new and fundamental challenges that traditional ODMs and EMS providers may not be able to address effectively, such as:

  increasingly complex product design and development process due to rapid, evolving technological changes and higher systems integration requirements;
 
  need for accelerated product design and development cycles as a result of increasingly shortened product life cycles;
 
  strong demand for more distinctive and innovative products to serve an increasingly segmented market; and
 
  need to respond promptly to a discerning mobile handset market, where major retail outlets may carry many different mobile handset models.

          It requires significant design and development resources to address the above challenges. However, it is costly for mobile handset brand owners to maintain sizeable in-house design and development teams especially in an increasingly price-sensitive market. They need to rely on third-party service providers to resolve the issues facing them. EMS providers cannot address these challenges due to their manufacturing focus. Traditional mobile handset ODMs that concentrate on and generate revenues mainly from large volume production of fewer models are not well suited to address these challenges, either. With limited design and development resources, a typical ODM generally develops products based on a very limited number of baseband platforms to serve a small number of brand owners. The limited design resources and the manufacturing-focus business model also make it difficult for a typical ODM to keep up with the rapid, evolving technological changes and the increasing demand for product variety. As a result, independent handset design houses have emerged to assist mobile handset brand owners in meeting these challenges, which cannot otherwise be effectively addressed by ODMs, EMS providers or by mobile handset brand owners themselves.

          China has been a global center for the manufacturing of mobile handsets. An increasing number of participants in the mobile handset value chain, including mobile handset brand owners, ODMs and EMS providers, have established manufacturing facilities in China. As the world’s largest mobile handset market with approximately 269 million subscribers in 2003, China is also rapidly emerging as a global center for mobile handset design, as evidenced by the fact that global leading mobile handset companies, such as Nokia, Motorola and Siemens, have substantially increased their research and development efforts in China in recent years, as well as the emergence of many independent mobile handset design houses in China.

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Our Competitive Strengths

          We are one of the largest independent mobile handset design houses in China. We have achieved our current leading position, in part, because of our competitive strengths described below.

          Strong Technological Capabilities. We are capable of designing mobile handsets based on a broad range of wireless communication standards and baseband platforms. Our design services include mainly industrial and mechanical design, hardware design and software design. We also provide testing and production support services to our customers. Based on our knowledge of the mobile handset industry in China, we believe that we are currently the only independent mobile handset design house in China capable of designing GSM-based and CDMA-based handsets across 2G, 2.5G, 2.75G and 3G standards. In addition, most of our senior design engineers have substantial experience and know-how in handset manufacturing, which in turn allows us to ensure the manufacturability of the products we design.

          Our technological strength is evidenced by our extensive customer base, which includes international mobile handset brand owners, such as Alcatel, Kyocera, Mitsubishi, NEC and UTStarcom. Partly because of our technological strength, NEC has established a joint venture with us for the joint development of 3G mobile handsets for the global market. Our strong technological capabilities have enabled us to reduce our product design and development cycle time from an average of eight to twelve months in 2003 to an average of five to eight months in 2004. We believe that our strong technological competency is a considerable competitive advantage, because customers, especially international brand owners, generally only engage design houses with strong track records and superior technological strengths.

          High Quality Design Services. One of the most critical factors for our success is our commitment to offering high quality design services to our customers. We have developed a systematic and modularized design process that incorporates a rigorous quality control mechanism. We have also trained our engineers to specialize in defined, concrete steps of the design process in order to improve efficiency and productivity, achieve high quality standards in every aspect of the design process, and minimize potential disruption from staff turnover.

          We base our software design process on CMM2, which provides a framework for software development process improvement and overall project management. We are in the process of obtaining CMM3 certification, a more advanced software process management certification. In addition, we have obtained ISO9000 certification for our design process and quality control mechanism. We are building a new, state-of-the-art testing center in Beijing that would enable us to perform advanced and comprehensive tests widely adopted in Asia, Europe and the U.S., and further ensure that the quality of our designs meets global standards.

          Cost Competitiveness. We provide cost-competitive design services through leveraging our location in China and the economies of scale we have achieved. Substantially all of our design engineers are recruited and based in China and the cost of skilled engineers in China is still lower than those of more developed countries. The average monthly salary and compensation of a new engineering graduate hired by us is US$500. In addition, China has become the global center for the manufacture and testing of electronics products, such as mobile handsets. Substantially all of our current customers are located in China and most of our existing and targeted international mobile handset customers have established manufacturing facilities in China. Our geographic proximity to most of our customers and to the manufacturing facilities enables us to maintain our service cost structure at a competitive level.

          Having successfully designed a large number of handset models, we have achieved significant economies of scale compared to the in-house design resources of mobile handset brand owners and ODMs, as well as to smaller independent mobile handset design houses. We have leveraged our large scale to source components at a lower price for our customers. We have also reduced the unit product development cost through applying the common designs we developed and own, as well as the design experience we accumulated, to as many new design projects as possible.

          Strong Customer Relationships. We are an early entrant to China’s independent mobile handset design industry with a proven track record in designing a broad portfolio of mobile handsets that support

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different baseband platforms and industry standards. Eight out of 10 of the leading Chinese mobile handset brands, according to their mobile handset shipment volumes in 2003, have engaged us to design mobile handsets for them. International mobile handset brands, such as Alcatel, Kyocera, Mitsubishi, NEC and UTStarcom, have also contracted us to design mobile handsets for them. Mobile handset players generally are reluctant to change their independent design service providers especially if their existing design houses continue to provide satisfactory design services, because it is time consuming, taking typically six to twelve months, to qualify an independent design house. In addition, working with new or untested design houses may expose mobile handset brand owners to the significantly higher risk of delay or failed product launches if such design houses cannot develop products timely and successfully. Given our successful track record, we believe that our current customers will continue to use our design services, and we will be able to continue to attract new customers.

          Strategic Relationships with Leading Technology Providers. As the mobile handset industry is characterized by rapid technological changes, it is essential for us to keep abreast of and have access to the latest technologies by working closely with the world’s leading technology and platform providers, which we believe also want to work closely with us to promote their respective solutions, especially for the China market. Partly because of our successful track record and our leading position, we are the first independent mobile handset design house in China to obtain a license from QUALCOMM to use its CDMA technology and patent to develop CDMA mobile handsets across all generations of wireless communications standards. Currently, we are also the only independent mobile handset design house in China to have received QUALCOMM’s equity investment. In addition, we have established a joint venture with NEC to jointly develop 2.5G mobile products for the China market and 3G mobile products for the global market based on the WCDMA technology. We also have a strong relationship with Philips, which has established a dedicated support team to serve our design service needs.

          Ample Engineering Resources. Our business depends significantly on our ability to maintain sufficient and qualified engineering resources. We had 814 engineers as of December 31, 2004 and plan to hire an additional 700 engineers in 2005. We have access to China’s large pool of engineering talent with more than 644,000 new college graduates with engineering degrees in 2003, according to the Statistical Yearbook of China. We have in place formal and standardized training programs for our new and existing employees to ensure the continuance of our high quality services. We believe that the increasing importance of the independent mobile handset design industry, our current leading position and strong growth potential will allow us to attract and retain additional talented engineering resources necessary for our continued success.

Our Strategy

          Our goal is to create long-term shareholder value by enhancing our position as a leader in the mobile handset design industry. We believe the growing outsourcing trend in the mobile handset industry represents a unique growth opportunity for us both in China and the rest of the world. We intend to pursue the following growth strategies to achieve our goal:

          Continue to Strengthen Our Design Capabilities. Our continued success depends significantly upon our ability to provide leading-edge, high-quality and cost-competitive mobile handset design services to our customers. While capitalizing on our design capabilities in the current mainstream wireless communication technologies such as 2G and 2.5G, we intend to continue to focus on developing technological competencies in the latest and next generation wireless communication technologies and platforms, such as 3G and beyond, to stay ahead of the technology curve. We plan to further strengthen our capabilities particularly in the areas of software design, hardware design, mechanical design and industrial design as such capabilities will become important differentiating factors among mobile handset design service providers. Furthermore, we are establishing a core team to provide software application support across mobile platforms. We believe that the establishment of the new team could facilitate knowledge transfer among design teams and enhance the productivity of software development, the largest component of mobile handset design cost. We also believe this core team will position us to exploit opportunities from an increasing trend to outsource mobile handset software design function.

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          In addition, we intend to further enhance the quality control aspect of our design process, which includes establishing a new, state-of-the-art testing center that would enable us to perform advanced and comprehensive tests necessary for selling mobile handsets in Asia, Europe and the U.S. Our new testing center, which we believe will be one of the largest independent mobile handset testing facilities in Asia by the time it is established, will not only further enhance our service and product quality but also accelerate our customers’ time-to-market for their new product introductions. Moreover, we are streamlining our testing functions by establishing a centralized testing team to ensure quality control at the corporate level. Finally, we plan to continue to invest in relevant personnel, technology and processes to further enhance our management depth and operational discipline as well as to improve our productivity and efficiencies.

          Target International and Leading Chinese Mobile Handset Customers. Although Chinese mobile handset brand owners have fueled our initial growth, we believe that international mobile handset brand owners offer higher and more sustainable growth and profit potential to our business given their larger business size and the global markets they serve. In addition, by working with the international mobile handset brand owners, which typically have higher technological requirements and adopt more stringent quality standards, we will be able to continually upgrade our own design service capabilities as demanded by these customers. Accordingly, we intend to focus our selling and marketing efforts on winning additional international mobile handset brand owners as our customers.

          Although most of our existing international customers initially contracted us to design mobile handsets for sale in China, one of these customers has engaged us to design 3G mobile handsets for the global market. We intend to deepen our relationship with existing customers by working with brand owners and mobile service operators to ensure our designs will meet the increasingly sophisticated need of mobile service operators. We intend to continue to broaden our international customer base for both the China market and the global market, by leveraging our position as a leading mobile handset design house in China, our strategic relationships with leading wireless technology companies and platform providers, our proven cost-competitive services, and our successful track record of serving our existing international brand customers. As to our Chinese customers, we intend to focus only on those with high market share and good credit quality.

          Broaden Strategic Relationships in the Mobile Handset Value Chain. Our current strategic relationships with several leading wireless technology and platform providers have provided us with access to advanced technologies and have helped us build our reputation as a premium mobile handset design house. These relationships have also allowed us to secure for our customers competitive pricing and shorter supply lead time for component procurement. We have contributed to our strategic relationships by incorporating the mobile handset technologies or platforms developed by these companies into our designs to promote their wider acceptance and adoption. Some of our key baseband technology providers have recently agreed to effectively reduce our technology cost. In return, we would help them market their technologies to mobile handset brand owners. We intend to establish more such mutually beneficial relationships with additional players in the mobile handset value chain, especially the upstream suppliers of mobile handset components such as LCD, chipset, camera module and memory chips. We expect to achieve through these relationships more extensive technological cooperation, more stable supply sources for key components and easier access to prospective customers. We also intend to establish and strengthen the strategic relationships with our top customers to further secure our position as their preferred provider of mobile handset design services and become an integral part of their overall mobile handset strategic and product roadmap.

          Continue to Enhance Engineering Resources. As of December 31, 2004, our research and development staff consisted of 690 engineers, representing over 75% of our total staff. We believe that our success in the future will depend significantly upon our ability to recruit, train and retain highly skilled engineers. We intend to continue to strengthen and rapidly expand our engineering resources by recruiting top graduates from leading universities in China as well as experienced engineers in the mobile handset industry. We also intend to continually improve our training programs for newly recruited and existing engineers to ensure the constant upgrading of their technical skill level, a strong adherence to our corporate culture and work ethic, and their consistent service quality and efficiency. We intend to periodically review our level of compensation to ensure that our key employees are paid competitively. In addition, we plan to implement a share incentive plan to attract and retain the best available personnel for positions of substantial responsibility,

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provide incentives to highly skilled engineers and motivate and promote their dedication to our company and our business.

          Pursue Selective Strategic Acquisitions. We believe that pursuing very selective acquisitions of quality mobile handset design houses could potentially further strengthen our design capabilities and help maintain our leading position. Although no acquisitions are currently being contemplated, we intend to seek opportunities for strategic acquisitions of independent mobile handset design houses that have well-developed design processes and resources, quality customer bases or proprietary technical expertise that would complement our existing capabilities and business.

Services and Products

          Since our inception, we have focused our resources primarily on providing mobile handset design services to meet our customers’ demand. We have strong design capabilities to design mobile handsets to support a broad range of wireless communications standards, baseband platforms and components. We also provide production support to facilitate our customers’ manufacturing and supply chain management processes. In addition, we have also begun to work with our customers in providing customized handset solutions to mobile service operators.

          Mobile Handset Design Services. We provide the following three types of mobile handset design services to our customers:

  Mobile Handset Design Services Based on Existing Platforms  — We design a new model of mobile handset based on our existing design platform.
 
  Successor Model Design Services  — We design a successor model of an existing customer’s mobile handset previously designed by us to incorporate additional functions and/or industrial design.
 
  Mobile Handset Design Services Based on New Platforms  — We design a new model of mobile handset based on a new design platform specified by the customer.

          Mobile handset design services based on existing platforms historically contributed more to our revenue than either of the other two types of design services. We expect that mobile handset design services based on new platforms will contribute to an increasing portion of our revenue in the future as we obtain more international mobile handset brand owners as customers.

          All three types of design services cover all major aspects of the design process, including industrial design, mechanical design, software design, hardware design, sourcing of hardware components and software, testing, quality assurance, assisting our customers in obtaining requisite certifications, setting up pilot production lines and production support. As of December 31, 2004, we had completed 58 new handset designs with different features and/or based on different baseband platforms.

          Other Products. Our other products include wireless modules, PCBs and other electronic components. We have begun to develop wireless solutions leveraging our knowledge and experience in designing mobile handsets. Our wireless product lines include wireless modules and PCMCIA cards for wireless connections. Wireless modules are devices that enable data communication through a cellular network to be used in various applications, such as global positioning systems, logistics management, wireless point-of-sale systems, traffic navigation systems and wireless security systems. We began to sell wireless modules in June 2004. Our wireless modules consist of baseband and RF, the two important hardware building blocks of a generic mobile handset, which we believe represent a natural extension of our handset design business.

          We have historically sold to our Chinese customers PCBs that others produced for us at our request as a means to track the royalty payments to which we are entitled. The sale of PCBs is not our core business; we do not intend to generate significant profit from it.

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Design Process

          Every design project involves the following four major steps: product definition, system design, evaluation and certification and manufacturing support. Product definition includes the selection of baseband platform, determination of appropriate functions and features of the mobile handset based on the customer’s input and our industry knowledge and research, as well as sourcing key components. System design includes software feature analysis and software system design, hardware schematic design and PCB layout design, as well as industrial design, mechanical architecture design, mechanical parts and components design. Evaluation and certification involves tests such as the unit test, or UT, function user test, or FUT, product reliability test, or PRT, hardware test and field test, and certifications such as FTA, CTA, GCF and FCC certifications as required by the regions in which the handsets are to be sold. Manufacturing support involves customer training, pilot production support, designing and assisting the customer in setting up mobile handset assembly and testing lines and providing technical support in connection with mass production.

          Responsibilities of Engineering Teams. Our engineers are divided into design and support teams, both of which are involved in our design process. Our design team is subdivided into four teams: industrial design, mechanical design, software design and hardware design teams. Our support team is also subdivided into four teams: project management, quality assurance, sourcing and production support teams. Each team’s responsibilities are described in the following paragraphs.

          Industrial Design. Our industrial design team is responsible for the exterior design of a mobile handset based on the customer’s basic specifications and comments. The team also ensures that the finished product will conform to the exterior design requested by the customer. In addition, the industrial design team keeps abreast of the latest mobile handset market developments, trends, consumer preferences and other current information that may be useful for us to develop a new design for recommendation to our customers.

          Mechanical Design. Our mechanical design team is responsible for designing the mechanical systems of a mobile handset. It also designs two-dimensional and three-dimensional mechanics to ensure that the mechanical parts and tools used on the mobile handset conform to the exterior design requested by the customer. In addition, the mechanical team designs and modifies the tooling equipment necessary for mass production. Further, the team makes prototypes of the mobile handset for testing purposes.

          Hardware Design. Our hardware design team is responsible for schematics design and PCB layout and design. The team also evaluates the quality and compatibility of hardware components of a mobile handset, such as LCDs, keypads, batteries, vibrators, CPUs, SIM cards, speakers, receivers and microphones with respective connectors and semiconductors.

          Software Design. Our software design team is primarily responsible for software system design, software function module design, software testing and release of successive versions of software system for the mobile handset throughout the design process. The team also designs software for integrating multiple applications on the mobile handset and connecting the software system to a chosen baseband platform.

          Project Management. Our project management team is responsible for setting up a detailed project timetable pursuant to the design contract. The team closely monitors the progress of each project by coordinating among different teams in order to ensure strict adherence to the overall timetable, and reports any issue that may cause a delay directly to senior management for prompt resolution.

          Quality Assurance. Our quality assurance team monitors hardware, software and mechanical design teams’ performance to ensure strict adherence to the quality standards required by the customer. The team conducts product reliability tests, including accelerated life tests, climatic stress tests and mechanical endurance tests. The team is also responsible for components qualification, prototype quality assurance, and submission of prototypes for FTA and CTA certifications. In addition, the team collects and organizes all relevant written documents produced and used throughout the design process.

          Sourcing. Our sourcing team sources all hardware components available in the market for a particular model of handset and creates a bill of materials, or BOM. A typical BOM contains a complete hardware components list, component specifications, second source information and the relevant approved

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brand owners list and selling price. The team continually reviews and modifies the BOM during the design process, and negotiates favorable pricing terms with components suppliers to make sure that the BOM cost is as low as possible. The team then provides the updated BOM to the customer which then purchases the components and run the mass production on its own or through its manufacturing service providers. In addition, the sourcing team is responsible for preparing materials needed for producing prototypes.

          Production Support. Our production support team designs the manufacturing process for the customer. It also designs and assists the customer in setting up testing and assembly lines. In addition, the team provides technical support to customers during both the pilot production phase and the mass production phase.

Customers

          We provide mobile handset design services to mobile handset brand owners. Our customers include all but two of the top 10 Chinese mobile handset brand owners, ranked by their respective handset shipment volume in 2003 according to IDC. Although Chinese mobile handset customers accounted for most of our revenue and fueled our initial growth, international brand owners have contributed to an increasing portion of our net revenues. We expect the revenue contribution from international mobile handset customers to increase rapidly as we focus our sales and marketing efforts on targeting international players and the leading Chinese players.

          We assign an account manager for each design project and the account manager directly interacts with the customer throughout the design process to report the design progress and receive the customer’s input and comments. We also provide technical support and production support to our customers to assist them in designing the manufacturing process.

          The following are lists of our customers as of the dates indicated. Except for the list of our customers as of December 31, 2004, which presents our representative customers, other lists below set forth all of our customers as of the dates indicated.

         
As of December 31, As of December 31,
2003 2004


Chinese mobile
  • Beijing Sunrise   • Bird
handset brand owners
  • China Kejian   • Capitel
    • Eastcom   • CEC Telecom
    • Lenovo   • Eastcom
    • Soutec   • Haier
        • Huawei
        • Konka
        • Lenovo
        • Soutec
International mobile
  • NEC   • Alcatel
handset brand owners
      • Kyocera
        • Mitsubishi
        • NEC
        • UTStarcom

          A small number of customers have historically accounted for a substantial portion of our net revenue. In 2003, our top three customers collectively accounted for approximately 88.2% of our net revenue for the year, and each of Beijing Sunrise, Lenovo and NEC contributed over 10% of our net revenue for the year. In 2004, our top four customers collectively accounted for approximately 56.8% of our net revenue, and each of Lenovo and NEC contributed over 10% of our net revenue for the period.

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          We normally have multiple on-going contracts with the same customer, as each contract corresponds to only one or two mobile handset models. While our contracts vary by customer and by mobile handset model, each of our contracts typically requires us to develop and design the mobile handset model, assist the customer in designing the manufacturing process, obtain necessary certifications and provide technical and production support.

          We typically charge two types of payment for our design services: design fee and royalty. The design fee is a fixed amount paid in installments according to pre-agreed milestones. For example, a customer may make an initial payment to us upon signing of the contract, followed by installment payments of a specified amount upon achieving the FTA, CTA and SA milestones, respectively. FTA and CTA certifications are the two standard quality certifications for GSM-based mobile handsets in China, corresponding to GCF/CDG and CTA for WCDMA-based and CDMA1X-based mobile handsets in China, respectively. SA stands for shipping acceptance of the mobile handset by the customer, at which time mass production normally begins. All of our GSM-based mobile handset designs are required to obtain FTA certification from an independent testing house to ensure compliance with the required quality standards. We then assist customers in obtaining CTA certification prior to commercial launch. In addition to design fees, some of our contracts provide for the payment of royalty by our customers for each unit of mobile handset they produce at variable rates based on the volume of production.

          Our contracts with many customers contain refund and liquidated damages provisions. These provisions provide the customer with a right to demand a refund and liquidated damages if we cannot complete a mobile handset design by the deadline mutually agreed between us and the customer, or the requisite certifications cannot be obtained.

Sales and Marketing

          We sell and market our mobile handset design services through a direct marketing and sales force in China. We maintain sales and marketing staff in Beijing, Shanghai and Shenzhen, covering the major regions where most of our customers are located. We intend to expand our sales and marketing network to cover Europe and the U.S. as we focus on attracting customers from these markets.

          We engage in marketing activities to promote our design services. We frequently attend conferences, exhibitions and trade fairs to promote our products and services. In addition, we view our strategic relationships with leading technology companies and platform providers as part of our efforts to promote our company. We believe that some of the leading technology companies with which we have strategic relationships will be instrumental in helping us secure our targeted multinational customers by providing us opportunity referrals, since such referrals may also promote the use of their technology. We also introduce additional baseband platforms to our existing customers to attract new design contracts from them.

Technology

          We have extensive experience in designing 2G and 2.5G GSM/ GPRS mobile handsets based on major baseband platforms. To expand our design capabilities, we have recently acquired the technologies necessary for the design and development of 2.75G and 3G mobile handsets based on GSM/ GPRS/ EDGE and WCDMA/ UMTS standards.

          We rely on third-party licensors for key technologies and other technologies embedded in our mobile handset designs. These licenses are typically non-exclusive under royalty-accruing and/or paid-up contracts. Among other licenses, we have obtained licenses for GSM-related intellectual property from Philips, Texas Instruments and Skyworks Solutions. We are the first independent mobile handset design house in China to have obtained a license from QUALCOMM to use its CDMA technology and patent to develop CDMA handsets. In addition, we have formed a joint venture with NEC to develop 3G mobile handsets for the global market based on the WCDMA technology.

          We have a high degree of technological expertise in major areas of mobile handset design and development. Our engineers are skilled at designing mobile handsets that integrate many different functions

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and features in common or differentiated hardware and software architectures. We have also developed a design approach that allows our customers to manufacture enhanced mobile handset models with minimal modifications and slight adjustments on their existing mass production lines, and thereby allowing them to launch new handset models at a relatively faster time-to-market and with lower manufacturing costs.

          We use advanced methodologies to design mobile handsets for our customers. We use industry-standard, state-of-the-art design tools in our design process which we believe provides us significant flexibility to adapt our research, development and product design work to new manufacturing processes and technology platforms when desirable.

Research and Development

          We believe that our future success depends on our ability to efficiently design new models of mobile handsets that meet our customers’ demand for cost-competitive, high quality and technologically advanced mobile handsets. As of December 31, 2004, we had completed 58 mobile handset designs with different functions and features and based on different technology platforms. We seek to continue to enhance and expand our design capability through in-house research and development efforts and strategic partnerships. The goals of our research and development efforts include the following:

  to keep abreast of the advanced technologies in the mobile handset industry;
 
  to emphasize cost-effectiveness and manufacturability of our designs;
 
  to develop high quality handsets based on various commonly adopted platforms and to ensure flexibility on design and production modifications; and
 
  to make effective use of the technologies licensed from leading global technology companies.

          We maintain a large team of experienced engineers. As of December 31, 2004, our research and development staff consisted of 690 engineers, representing more than 75% of our total staff. All of our engineers are based in China and most of our senior engineers have extensive experience in the mobile handset industry. We plan to continue to recruit our engineers in China from both the industry and from leading universities.

Intellectual Property

          We rely primarily on a combination of patent, trademark and trade secret protection, employee and third party confidentiality agreements to protect our intellectual property. As of December 31, 2004, we held a total of seven patents issued in China. Our issued patents and pending patent applications relate primarily to our mobile handset designs. Our policy is to seek patents that have broad applications in the mobile handset design industry and that we believe will provide a competitive advantage for us. We have registered five domain names including www.techfaithwireless.com with The Internet Corporation for Assigned Names and Numbers.

          We also rely on third-party licensors for key GSM, GPRS, WCDMA and CDMA technologies and other technologies embedded in our designs. These licenses are typically non-exclusive and royalty-accruing. If we are unable to continue to have access to these licensed technologies, our success could be adversely affected.

Competition

          The mobile handset design market is intensely competitive and highly fragmented. We face competition from other independent mobile handset design houses in China, including Cellon, Shanghai Yuhua, Shenzhen Jingwei and Shanghai Yiren. We also face competition from independent mobile handset design houses based in other countries, to the extent we try to enter the markets which they are serving or they try to enter the Chinese market. In addition, we face current and potential future competition from established mobile device manufacturers, which may be in a position to design mobile handsets on their own. These suppliers include ODMs such as Arima Communications, BenQ and Compal Communications. Further,

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new players may enter the independent mobile handset design market in the near future. These new players may include independent mobile handset design houses that used to be affiliated with established mobile handset brand owners or ODMs.

          We compete to various degrees on the basis of the following factors:

  ability to design and integrate many hardware and software functions and features based on different platforms;
 
  product quality and reliability;
 
  cost effectiveness;
 
  economies of scale;
 
  ability to rapidly complete a design;
 
  service and customer support capabilities; and
 
  customer base and customer loyalty.

          Many of our competitors have significantly greater financial, technical, manufacturing, marketing, sales and other resources than we do. We cannot assure you that we will be able to compete successfully against our current or future competitors.

          In addition, our competitors may bring litigation proceedings against us or our employees that may strain our resources, divert our management attention or damage our reputation. For example, Cellon brought an unfair competition proceeding against our former affiliate, Beijing Qidi, and 18 of its employees who subsequently joined us in connection with our divestment from Beijing Qidi. We settled the litigation on behalf of Beijing Qidi and these 18 individuals in order to facilitate our divestment and the transfer of these employees to our company. See “— Legal Proceedings” for more details. We cannot assure you that similar proceedings will not occur in the future.

Regulation

          This section sets forth a summary of the most significant regulations or requirements that affect our business activities in China or our shareholders’ right to receive dividends and other distributions from us.

     FTA Certification

          In the early 1990s, the Global Certification Forum, or GCF, established a series of quality standards for mobile handsets used on GSM networks. GCF requires all GSM mobile handsets to obtain a certification commonly known as FTA, or Full Type Approval, from testing centers qualified by GCF before mass production. FTA certifies that a mobile handset submitted for testing has passed tests for its reliability and conformance with global standards. Our customers generally require us to obtain FTA certification for the GSM-based mobile handsets we design for them.

     CTA Certification

          On May 19, 1994, the Ministry of Posts and Telecommunications, the predecessor of the Ministry of Information Industry, or the MII, promulgated the Notice Regarding the Implementation of Network Entry License System for Mobile Communications Termination Products. According to this notice, a nationwide uniform network entry approval and certification system shall be established and applied to all telecommunication terminal equipment, including mobile handsets, beginning from June 1, 1994. On May 5, 2001, the MII promulgated the Administration Measures of the Network Entry of Telecommunication Equipment. According to these measures, all telecommunication terminal equipment subject to the network entry permit system, including mobile handsets, must obtain a certification commonly known as CTA, or China Type Approval, from the MII before mass production. CTA certifies that the use of a telecommunication terminal equipment in the national telecommunications network has been approved and

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complies with the requirements for network access and the national standards established by the MII. Our customers generally require us to provide technical support to assist them in obtaining CTA certification.

     Tax

          The PRC Income Tax Law for Enterprises with Foreign Investment and Foreign Enterprises and the Implementation Rules for the Income Tax Law exempt or reduce EIT on foreign-invested enterprises engaged in high and new technology industry. The preferential tax policies are confirmed and explained in the Circular on Questions Concerning How Preferential Tax Policies are Applicable to High and New Technology Enterprise as well as the Temporary Provisions for the New Technology Development Enterprise Experimental Zone in Beijing. In addition, the Beijing State Administration of Taxation implemented rules which granted additional tax incentives to high and new technology enterprises located in the new technology development zone in Beijing. As a result of the foregoing, enterprises that are classified as high and new technology enterprises and located in the new technology development zone in Beijing are entitled to a preferential EIT rate of 15% and a three-year exemption from EIT, followed by a 50% reduction in the EIT rate for the succeeding three years.

          As high technology companies operating in an approved technology development zone, our subsidiaries TechFaith China, Techfaith Beijing and STEP Technologies are entitled to an EIT rate of 15%, compared to a standard EIT rate of 33%. This classification also had the effect of exempting TechFaith China and Techfaith Beijing from paying the EIT for three years until December 31, 2005, and has reduced the EIT rates for TechFaith China and Techfaith Beijing to 7.5% during each of the three years ending December 31, 2006, 2007 and 2008. The EIT rates for TechFaith China and Techfaith Beijing will become 15% after December 31, 2008. Similarly, STEP Technologies is exempted from paying the EIT for three years until December 31, 2006, and its EIT rate is reduced to 7.5% during each of the three years ending December 31, 2007, 2008 and 2009. The EIT rate for STEP Technologies will become 15% after December 31, 2009.

          According to the Circular on Tax Issues Related to the Implementation of the Decision of the CPC Central Committee and State Council on Strengthening Technical Innovation issued by the Ministry of Finance and the State Administration of Taxation, technology companies in China may apply for a refund of business tax arising from the revenue generated under a technology development agreement or a technical marketing agreement.

          Our subsidiaries in China are also entitled to a business tax exemption relating to the their income derived from any technology development agreement and technical transfer agreement that has been registered with relevant government authorities.

          Pursuant to the Provisional Regulation of China on Value Added Tax and their implementing rules, all entities and individuals that are engaged in the sale of goods, the provision of repairs and replacement services and the importation of goods in China are generally required to pay value added tax, or VAT, at a rate of 17% of the gross sales proceeds received.

     Foreign Currency Exchange

          The principal regulation governing foreign currency exchange in China is the Foreign Currency Administration Rules (1996), as amended. Under these rules, RMB is freely convertible for trade and service-related foreign exchange transactions, but not for direct investment, loan or investment in securities outside China unless the prior approval of the State Administration for Foreign Exchange of China is obtained.

          Pursuant to the Administration of the Settlement, Sale and Payment of Foreign Exchange Provisions, promulgated by the People’s Bank of China on June 20, 1996 and effective July 1, 1996, foreign investment enterprises in China may purchase foreign exchange without the approval of the State Administration for Foreign Exchange of the People’s Republic of China for trade and service-related foreign exchange (subject to a cap approved by the State Administration for Foreign Exchange of China) to satisfy foreign exchange liabilities or to pay dividends. In addition, if and when they acquire companies in the middle and western areas of China and the foreign investment accounts for not less than 25% of the registered capital of such

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acquired companies, such acquired companies will also be entitled to enjoy the policies granted to foreign investment enterprises. However, the relevant Chinese government authorities may limit or eliminate the ability of foreign investment enterprises to purchase and retain foreign currencies in the future. In addition, foreign exchange transactions for direct investment, loan and investment in securities outside China are still subject to limitations and require approvals from the State Administration for Foreign Exchange of China.

     Dividend Distribution

          The principal regulations governing distribution of dividends by wholly foreign-owned enterprises and the Chinese-foreign equity joint ventures include the Wholly Foreign-owned Enterprise Law (1986), as amended by the Decision on Amending the Law of the People’s Republic of China on Foreign-funded Enterprises (2000), and the Implementing Rules of the Wholly Foreign-owned Enterprise Law (1990), as amended by the Decision on of the State Council on amending of the Rules for the Implementation of the Law of the People’s Republic of China on Foreign-funded Enterprises (2001).

          Under these regulations, foreign invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, foreign invested enterprises in China are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds, until the accumulative amount of such fund reaches 50% of its registered capital. These funds are not distributable as cash dividends.

Employees

          We had three and 310 employees as of December 31, 2002 and 2003, respectively. As of December 31, 2004, we had 890 employees, including 814 in research and development and supportive function, 25 in selling and marketing and 51 in management and administration. We consider our relations with our employees to be good.

Facilities

          Our principal executive offices are located on premises comprising approximately 10,900 square meters in Beijing, China. We have regional offices in Shanghai and Shenzhen. We lease part of our premises in Beijing from a related party. See “Related Party Transactions — Transactions with SEF.” We plan to acquire new premises and establish our dedicated mobile handset pilot production facilities in Beijing. We believe that we will be able to obtain adequate facilities to accommodate our future expansion plans.

Legal Proceedings

          We are not involved in any litigation or other legal matters that would have a material adverse impact on our business or operations.

          In September 2003, Cellon, one of our principal competitors, filed a lawsuit against Beijing Qidi, a former affiliate, and 18 individuals, including our director Baozhuang Huo, a former RF design manager at Cellon, in the Beijing First Intermediate People’s Court, claiming that Beijing Qidi and these individuals had engaged in unfair competition. In December 2003, Cellon also initiated arbitration proceedings against four individuals, including Mr. Huo, claiming that these individuals had violated the non-competition restrictions set forth in their respective employment agreements with Cellon. In January 2004, we paid Cellon a total of RMB6.0 million to settle these claims on behalf of Beijing Qidi, Mr. Huo and the other individuals involved pursuant to a settlement agreement among all parties involved. In connection with the settlement, Beijing Qidi assigned three mobile handset project cooperation agreements to us. Pursuant to the settlement agreement, Cellon withdrew all of its claims, and the litigation and arbitration were subsequently dismissed. Mr. Huo and several other individuals involved in the litigation joined our company in January 2004.

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          In May 2004, the Beijing Bureau of Administration of Industry and Commerce assessed a fine in the aggregate amount of RMB1.4 million against 12 of our employees including our Chairman and Executive Officer, Mr. Defu Dong and some other officers, for failing to properly pay up their interest in the registered capital of Beijing Techfaith. While these individuals had made the requisite payment before being assessed the fine, they paid this fine in full.

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MANAGEMENT

Directors and Executive Officers

          The following table sets forth information regarding our directors and executive officers as of April 1, 2005.

             
Directors and Executive Officers Age Position/Title



Defu Dong
    33     Chairman and Chief Executive Officer
Baozhuang Huo
    33     Director and Chief Operating Officer, President of Techfaith Beijing
Changke He
    42     Director and Chief Technology Officer
Jun Liu
    32     Director, President of TechFaith China
Peter Clarke
    54     Director Nominee
Jy-Ber Gilbert Lee
    49     Director Nominee
Yin Wah (Eva) Hon
    33     Chief Financial Officer
Guoyi Wei
    41     Chief Accounting Officer
Junhou Huang
    31     President of TechFaith Shanghai
Yibo Fang
    35     President of STEP Technologies
Xiaonong Cai
    34     Vice President
Cangsong Liu
    33     Vice President
Shugang Li
    36     Vice President
 
Executive Directors

          Mr. Defu Dong has been the Chairman and Chief Executive Officer of our company since our inception. Prior to founding our company in July 2002, Mr. Dong co-founded Beijing Sino-Electronics Future Telecommunication R&D, Ltd., or SEF, a mobile handset design house, in February 2001. He was a director, shareholder and the Chief Executive Officer of SEF from its inception until July 2002. Mr. Dong worked at Motorola (China) as a sales manager from 1997 to 2001. Prior to joining Motorola (China), Mr. Dong was a sales manager at Mitsubishi (China) for one year. Mr. Dong received a bachelor’s degree in mechanical engineering from Chongqing University in China in 1994.

          Mr. Baozhuang Huo is a director and the Chief Operating Officer of our company. He is also the President of TechFaith Beijing since January 1, 2004. From March 2003 to December 2003, Mr. Huo was the Chief Executive Officer of Beijing Qidi, a mobile handset design house of which we used to own 49% until September 2003. From January 2003 to March 2003, Mr. Huo worked at Foxconn as an R&D manager. For January 2001 to December 2002, Mr. Huo was a hardware director of Cellon, a mobile handset design house. Prior to that, Mr. Huo had worked at Motorola (China) as an RF manager for seven years. Mr. Huo received a master’s degree in electro magnetic field and microwave engineering from the University of Electronic Science and Technology of China in 1998.

          Mr. Changke He is a director and the Chief Technology Officer of our company. He previously served as the President of STEP Technologies from May 2004 to February 2005. Prior to joining us in September 2002, Mr. He worked at SEF for three months. From 1995 to May 2002, Mr. He worked at Motorola (China) as an RF engineer. Mr. He will resign from our board of directors upon the closing of this offering. Mr. He received a bachelor’s degree in automatic control and computer engineering from China Central Polytechnic College in 1982 and a master’s degree in electronics and automatic engineering from Tianjin University in China in 1990.

          Mr. Jun Liu is a director of our company and the President of Techfaith China. Before joining our company in August 2002, Mr. Liu worked at SEF for five months as a software director of SEF. From August 2001 to January 2002, Mr. Liu worked at ZT Telecom as a software engineer. From 1995 to July 2001, Mr. Liu worked at Motorola (China) as a software engineer. Mr. Liu received a bachelor’s degree in

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electronics engineering from Tianjin University in China in 1994 and a master’s degree in computer sciences from Nanjing Posts and Telecommunications College in China in 1997.
 
Independent Directors

          Mr. Peter Clarke has agreed to serve as a director of our company immediately upon the completion of this offering. Mr. Clarke was the Chairman of Merrill Lynch, Asia Pacific Region from 1992 – 1999. Mr. Clarke currently serves as a non-executive director of Pictet Asia Limited, an institutional fund manager headquartered in Geneva, and the Chairman of the audit committee of the English Schools Foundation in Hong Kong. Mr. Clarke graduated from the City of London College.

          Dr. Jy-Ber Gilbert Lee has agreed to serve as a director of our company immediately upon the completion of this offering. Dr. Lee is the deputy general manager of the Guangdong branch of China Netcom Corp., a subsidiary of China Netcom Group. From June 2001 to February 2004, Dr. Lee was the Managing Director of Sales of China Netcom Corp. From July 2000 to May 2001, Dr. Lee was a Vice President of Motorola Inc., and Deputy General Manager of Global Telecom Solution, Greater China. Dr. Lee received a bachelor’s degree in mechanical engineering from National Taiwan University in 1977, a master’s degree in energy engineering and a Ph.D. degree in mechanical engineering from the University of Illinois.

 
Executive Officers

          Ms. Yin Wah (Eva) Hon has been our Chief Financial Officer since August 2003. Before joining us in August 2003, Ms. Hon was the financial controller of Angels Technology Company Limited, a company formerly listed on the Growth Enterprise Market in Hong Kong, for three years. From 1994 to 2000, Ms. Hon worked at PricewaterhouseCoopers for six years, including her last position as an audit manager. Ms. Hon received a bachelor’s degree in business administration from the Hong Kong University of Science and Technology in 1994. She is a fellow of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants.

          Mr. Guoyi Wei has been our Chief Accounting Officer since March 2005. Prior to joining us, Mr. Wei was the finance director of Hurray Solutions! for three years. Mr. Wei also worked as senior financial manager of Compaq Computer Corporation in China for two years. From 1992 to 1997, he served in various financial positions, including corporate auditor, finance manager and accounting and information system manager, with Motorola Inc. and Motorola China Electronics Ltd. Mr. Wei also has over four years work experience at the Ministry of Finance in China. Mr. Wei received a Bachelor’s degree in computer software from the Central-South University of Technology in China in 1984, an Master’s degree in accounting from the Fiscal Science Research Institute in China in 1987 and an MBA degree from the University of Tennessee in 1999.

          Mr. Junhou Huang is the President of Techfaith Shanghai. Prior to joining us in August 2002, Mr. Huang worked at Motorola (China) in Beijing as a senior engineer from 2000 to 2002. Prior to that, he worked at ARCA Technology Corporation as a software engineer for nine months. Mr. Huang received a bachelor’s degree and a master’s degree in electronic engineering from Tianjin University in China in 1994 and 1997, respectively.

          Mr. Yibo Fang is the President of STEP Technologies. From August 2002 to March 2005, Mr. Fang was the Vice President and Chief Technology Officer of Techfaith China. Before joining our company in August 2002, Mr. Fang worked at SEF for five months as a hardware director of SEF. From August 2001 to January 2002, Mr. Fang worked at ZT Telecom as a hardware engineer. From 1995 to July 2001, Mr. Fang worked at Motorola (China) as a hardware engineer. Mr. Fang received a bachelor’s degree in electrical engineering and applied electronic technology from Tsinghua University in China in 1991.

          Mr. Xiaonong Cai is a Vice President of our company. Mr. Cai is primarily responsible for marketing, sales and customer relationships. Before joining our company in August 2003, Mr. Cai worked as a selling and marketing manager at Motorola (China). He received a bachelor’s degree in economics from Tsinghua University in China in 1992 and an MBA degree from Peking University in China in 2002.

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          Mr. Cangsong Liu is a Vice President of our company. Mr. Liu is primarily responsible for marketing, sales and customer relationships. Before joining our company in January 2004, Mr. Liu worked as a Vice President — Sales at Beijing Qidi for nine months. From January 2002 to January 2003, Mr. Liu worked as a marketing director at Cellon. Prior to that, he worked at Texas Instruments (China) as a sales manager for one year and Intel (China) as a technical marketing engineer for another year. From 1994 to 1999, Mr. Liu worked at Motorola (China) as a hardware engineer. Mr. Liu received a bachelor’s degree in electrical engineering and applied electronic technology from Tsinghua University in China in 1994.

          Mr. Shugang Li is a Vice President of our company. Mr. Li is primarily responsible for production support and quality support. He previously served as the Chief Operating Officer of STEP Technologies since its inception in September 2003 to March 2005. Prior to that, Mr. Li served as a Vice President of TechFaith China for three months. From August 2002 to May 2003, Mr. Li worked at SEF as a manufacturing director. From 1995 to July 2002, Mr. Li was a product manager at Motorola (China). Mr. Li received a bachelor’s degree in electrical engineering from Tianjin University in China in 1990.

          The business address of our directors and executive officers is c/o China Techfaith Wireless Communication Technology Limited, 3/F M8 West No. 1 Jiu Xian Qiao East Road, Chao Yang District, Beijing 100016, People’s Republic of China.

Board of Directors

          Our board of directors will consist of five directors upon the completion of this offering. In addition, holders of our convertible notes have the right to appoint one additional director, but this right will terminate upon the closing of this offering. A director is not required to hold any shares in the company by way of qualification. A director may vote with respect to any contract, proposed contract or arrangement in which he has a material interest. A director may exercise all the powers of our company to borrow money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of our company or of any third party. We intend to establish three committees of the board of directors upon the completion of this offering: the audit committee, the compensation committee and the corporate governance and nominating committee. We intend to adopt a charter for each committee to comply with the Sarbanes-Oxley Act of 2002 and NASDAQ corporate governance rules. Each committee’s members and functions are described below.

          Audit Committee. Upon the completion of this offering, our audit committee will consist of Messrs. Peter Clarke, Defu Dong and Gilbert Lee. Messrs. Clarke and Lee satisfy the “independence” requirements of the Nasdaq Marketplace Rules. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

  selecting the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;
 
  reviewing and approving all proposed related-party transactions;
 
  discussing the annual audited financial statements with management and the independent auditors;
 
  annually reviewing and reassessing the adequacy of our audit committee charter;
 
  meeting separately and periodically with management and the independent auditors;
 
  such other matters that are specifically delegated to our audit committee by our board of directors from time to time; and
 
  reporting regularly to the full board of directors.

          Compensation Committee. Upon the completion of this offering, our compensation committee will consist of Messrs. Peter Clarke, Defu Dong and Gilbert Lee. Messrs. Clarke and Lee satisfy the “independence” requirements of the Nasdaq Marketplace Rules. Our compensation committee assists the board in reviewing and approving the compensation structure of our directors and executive officers, including

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all forms of compensation to be provided to our directors and executive officers. Mr. Defu Dong, our Chairman and Chief Executive Officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:

  reviewing and determining the compensation package for our senior executives;
 
  reviewing and making recommendations to the board with respect to the compensation of our directors;
 
  reviewing and approving officer and director indemnification and insurance matters;
 
  reviewing and approving any employee loan in an amount equal to or greater than $60,000; and
 
  reviewing periodically and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.

          Corporate Governance and Nominating Committee. Upon the completion of this offering, our corporate governance and nominating committee will consist of Messrs. Peter Clarke, Defu Dong and Gilbert Lee. Messrs. Clarke and Lee satisfy the “independence” requirements of the Nasdaq Marketplace Rules. The corporate governance and nominating committee will assist the board of directors in identifying individuals qualified to become our directors and in determining the composition of the board and its committees. The corporate governance and nominating committee will be responsible for, among other things:

  identifying and recommending to the board nominees for election or re-election to the board, or for appointment to fill any vacancy;
 
  reviewing annually with the board the current composition of the board in light of the characteristics of independence, age, skills, experience and availability of service to us;
 
  identifying and recommending to the board the directors to serve as members of the board’s committees;
 
  advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any corrective action to be taken; and
 
  monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Duties of Directors

          Under Cayman Islands laws, our directors have a statutory duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. A shareholder has the right to seek damages if a duty owed by our directors is breached.

Terms of Directors and Officers

          All directors hold office until their successors have been duly elected and qualified. A director may only be removed by our shareholders. Officers are elected by and serve at the discretion of the board of directors.

Employment Agreements

          We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the employee,

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including but not limited to a conviction or plea of guilty to a felony, negligence or dishonesty to our detriment and failure to perform the agreed-to duties after a reasonable opportunity to cure the failure. An executive officer may terminate his employment at any time without notice or penalty if there is a material reduction in his authority, duties and responsibilities or if there is a material reduction in his annual salary before the next annual salary review. Furthermore, either party may terminate the employment at any time without cause upon advance written notice to the other party. These agreements do not provide for any special termination benefits, nor do we have other arrangements with these executive officers for special termination benefits.

          Each executive officer has agreed to hold, both during and after the employment agreement expires or is earlier terminated, in strict confidence and not to use, except as required in the performance of his duties in connection with the employment, any confidential information, technical data, trade secrets and know-how of our company or the confidential information of any third party, including our affiliated entities and our subsidiaries, received by us. The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice and to assign all right, title and interest in them to us.

Compensation of Directors and Executive Officers

          In 2004, the aggregate cash compensation and benefits that we paid to our executive officers, including all the directors, were approximately $675,000. No executive officer is entitled to any severance benefits upon termination of his or her employment with our company.

Share Incentives

          Prior to the completion of this offering, our board of directors intends to adopt a 2005 share incentive plan in order to attract and retain the best available personnel for positions of substantial responsibility, provide additional incentive to employees, directors and consultants and promote the success of our business. Our future grants of share incentives will be made pursuant to our 2005 share incentive plan.

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PRINCIPAL AND SELLING SHAREHOLDERS

          The following table sets forth information with respect to the beneficial ownership of our ordinary shares, on a fully diluted basis assuming conversion of all of our convertible notes, as of April 1, 2005, by:

          (1) each of our directors and executive officers;

          (2) each of our principal shareholders; and

          (3) each of selling shareholders.

                                                 
Ordinary Shares
Ordinary Shares Shares Being Beneficially
Beneficially Owned Prior Sold in This Owned After
to This Offering (1) Offering This Offering (2)



Number % (3) Number % Number %






Directors and Executive Officers:
                                               
Defu Dong (4)
    165,750,000       29.3%                                  
Baozhuang Huo (5)
    83,500,000       14.8%                                  
Cangsong Liu (6)
    83,250,000       14.7%                                  
Changke He (7)
    16,750,000       3.0%                                  
All directors and executive officers as a group (8)
    349,250,000       61.8%                                  
Principal Shareholders:
                                               
Stone Column Assets Limited (9)
    40,750,000       7.2%                                  
Crossvine Assets Limited (10)
    40,000,000       7.1%                                  
Selling Shareholders:
                                               
HTF 7 Limited (11)
    18,867,924       3.3%                                  
Intel Capital Corporation (12)
    18,867,924       3.3%                                  
SeaBright China Special
Opportunities (I) Limited (13)
    9,433,962       1.7%                                  
Fortune Ideal Capital Inc. (14)
    7,547,169       1.3%                                  
Global Strategic Investment Inc. (15)
    1,886,792       0.3%                                  
Kebo Wu (16)
    15,000,000       2.7%                                  
Capital Group Resources (17)
    12,700,000       2.2%                                  
Iek Ngan (18)
    6,300,000       1.1%                                  
Siu Hong Chow (19)
    10,000,000       1.8%                                  
QUALCOMM Incorporated (20)
    9,433,962       1.7%                                  
Chong Keung So (21)
    8,500,000       1.5%                                  
Financiere Natexis Singapore 2 Pte Ltd. (22)
    7,500,000       1.3%                                  
Modern Ray Limited (23)
    5,000,000       0.9%                                  


  (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)  Assumes that the underwriters do not exercise the over-allotment option.
 
  (3)  The calculation of this number assumes the conversion of all of our convertible notes into ordinary shares upon the closing of this offering. Percentage of beneficial ownership is based on 566,037,734 shares outstanding as of April 1, 2005, including our ordinary shares into which our convertible notes are convertible.
 
  (4)  Includes 165,750,000 ordinary shares held by Oasis Land Limited, which is ultimately owned by Dong’s Family Trust. Mr. Defu Dong is the sole director of Oasis Land Limited with the sole power to vote on behalf of Oasis Land Limited on all matters of TechFaith requiring shareholder approval. The business

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address for Defu Dong is 3/F M8 West No. 1 Jiu Xian Qiao East Road, Chao Yang District, Beijing 10016, People’s Republic of China.
 
  (5)  Includes 83,500,000 ordinary shares held by Helio Glaze Limited, which is ultimately owned by Huo’s Offshore Trust. Mr. Defu Dong is the sole director of Helio Glaze Limited with the sole power to vote on behalf of Helio Glaze Limited on all matters of TechFaith requiring shareholder approval. The business address for Baozhuang Huo is 3/F M8 West No. 1 Jiu Xian Qiao East Road, Chao Yang District, Beijing 10016, People’s Republic of China.
 
  (6)  Includes 83,250,000 ordinary shares held by Bright Garnet Limited, which is ultimately owned by Liu’s Offshore Trust. Mr. Defu Dong is the sole director of Bright Garnet Limited with the sole power to vote on behalf of Bright Garnet Limited on all matters of TechFaith requiring shareholder approval. The business address for Cangsong Liu is 3/F M8 West No. 1 Jiu Xian Qiao East Road, Chao Yang District, Beijing 10016, People’s Republic of China.
 
  (7)  Includes 16,750,000 ordinary shares held by Geranium Joy Limited, which is ultimately owned by He’s Offshore Trust. Mr. Defu Dong is the sole director of Geranium Joy Limited with the sole power to vote on behalf of Geranium Joy Limited on all matters of TechFaith requiring shareholder approval. The business address for Changke He is 3/F M8 West No. 1 Jiu Xian Qiao East Road, Chao Yang District, Beijing 10016, People’s Republic of China.
 
  (8)  Shares owned by all of our directors and executive officers as a group include shares beneficially owned by Defu Dong, Baozhuang Huo, Cangsong Liu and Changke He.

  (9)  Stone Column Assets Limited is ultimately owned by Tan’s Family Trust. Wensheng Tan is the sole director of Stone Column Assets Limited with the sole power to vote on behalf of Stone Column Assets Limited on all matters of Techfaith requiring shareholder approval. The business address for Stone Column Assets Limited is 5/F M7 East No. 1 Jiu Xian Qiao Dong Road, Chaoyang District, Beijing, People’s Republic of China.

(10)  Crossvine Assets Limited is ultimately owned by Dong’s 2 Family Trust. Mr. Lin Dong is the sole director of Crossvine Assets Limited with the sole power to vote on behalf of Crossvine Assets Limited on all matters of TechFaith requiring shareholder approval. The business address for Lin Dong is Room 1106, No. 103, Wang Jing, Li Zhe Xi Yuan, Chao Yang District, Beijing, People’s Republic of China.
 
(11)  Represents ordinary shares into which the convertible notes issued by our company to HTF are convertible as of the date of this prospectus. HTF, a Cayman Islands exempted company, is a wholly-owned subsidiary of The HSBC Technology Fund Limited. HSBC Technology (BVI) Limited, the investment manager of The HSBC Technology Fund Limited, is a directly-held subsidiary of HSBC Holding plc, the holding company of the HSBC Group, which is a public company listed on the Hong Kong Stock Exchange. The address for HTF is Strathvale House, North Church Street, P.O. Box 1109, George Town, Grand Cayman, Cayman Islands.
 
(12)  Represents ordinary shares into which the convertible notes issued by our company to Intel Capital Corporation are convertible as of the date of this prospectus. Intel Capital Corporation is a limited liability company incorporated on January 12, 2001 in the Cayman Islands and is wholly owned by Intel Corporation. The shares of Intel Corporation are listed on NASDAQ. The address for Intel Capital Corporation is 2200 Mission College Blvd, Santa Clara, CA 95052, USA.
 
(13)  Represents ordinary shares into which the convertible notes issued by our company to SeaBright are convertible as of the date of this prospectus. SeaBright is a British Virgin Islands international business company in which China Everbright Limited holds an approximately 79% interest. China Everbright Limited is an integrated financial holding company listed on the Hong Kong Stock Exchange. The registered address for SeaBright is 125 Main Street, P.O. Box 144, Road Tonoy, Tortola, British Virgin Islands.
 
(14)  Represents ordinary shares into which the convertible notes issued by our company to Fortune Ideal Capital Inc. are convertible as of the date of this prospectus. Fortune Ideal Capital Inc., a British Virgin Islands international business company, is wholly owned by Mei Jian and Bai Yi. The address for

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Fortune Ideal Capital Inc. is offices of TTC, Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands.
 
(15)  Represents ordinary shares into which the convertible notes issued by our company to Global Strategic Investment Inc. are convertible as of the date of this prospectus. Global Strategic Investment Inc. is controlled by its board of directors, which consists of Shih-Chien Yang, Kou-I Yeh and a representative from each of Hon Hai Precision Industrial Co., Ltd., President (BVI) International Holdings Investment Ltd., Kinpo Electronics, Inc. and Global Strategic Investment Management Inc. The address for Global Strategic Investment Inc. is 4th Floor, No. 65, Tun Hwa South Road, Sec. 2, Taipei 106, Taiwan, R.O.C.
 
(16)  The address for Kebo Wu is Room 1909, 19/F, Hutchison House, 10 Harcourt Road, Central, Hong Kong
 
(17)  Capital Group Resources, a British Virgin Islands international business company, is wholly owned by Jacqui Tan. The address for Capital Group Resources is 39/F Two International Finance Centre, 8 Finance Street, Hong Kong.
 
(18)  The address for Iek Ngan is Rua de Foshan, No. 51, Edif. San Kin Yip Centro Commercial, 17 andar, Macau.
 
(19)  The address for Siu Hong Chow is Room 1909, 19/F, Hutchison House, 10 Harcourt Road, Central Hong Kong.
 
(20)  Represents ordinary shares into which the convertible notes issued by our company to QUALCOMM are convertible as of the date of this prospectus. QUALCOMM, a Delaware corporation, is listed on the Nasdaq National Market. The address for QUALCOMM is S775 Morehouse Drive, San Diego, California, USA 92121.
 
(21)  The address for Siu Hong So is Room 4903, 49/F, Office Tower, Hong Kong Convention and Exhibition Plaza, 1 Harbour Road, Wanchai, Hong Kong.
 
(22)  Financiere Natexis, a Singapore company, is an affiliate of Natexis Banques Populaires, which is listed on the Paris Stock Exchange and is a subsidiary of the Banques Populaires Group. The address for Financiere Natexis is 1 Temasek Avenue, #27-01 Millenia Tower, Singapore 039192.
 
(23)  Modern Ray, a British Virgin Islands international business company, is wholly owned by Shen Demin. The address for Modern Ray Limited is Sea Meadow House, Blackburne Highway, P.O. Box 116, Road Town, Tortola, British Virgin Islands.

          As of the date of this prospectus, 42.86% of our outstanding convertible notes are held by two record holders in the United States, and none of our outstanding ordinary shares are held by any record holders in the United States.

          None of our existing shareholders has different voting rights from other shareholders after the closing of this offering. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

          Two of the selling shareholders, HTF 7 Limited and Financiere Natexis Singapore 2 Pte Ltd., have represented to us that they are affiliates of registered broker-dealers. Based on their representations, we believe that at the time of the purchase of our shares, each of them purchased our shares in the ordinary course of business, and had no agreements or understandings, directly or indirectly, with any person to distribute the shares.

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RELATED PARTY TRANSACTIONS

Transactions with Certain Directors

          On October 20, 2003, Techfaith China, and our directors Mr. Defu Dong, Mr. Yibo Fang and Mr. Jun Liu entered into a patent application transfer agreement pursuant to which Mr. Defu Dong, Mr. Yibo Fang and Mr. Jun Liu agreed to transfer to Techfaith China without payment a patent application dated July 17, 2003 related to a new mobile handset design named “Baby Handset.”

Issuance and Sale of Convertible Notes

          In April 2004, TechFaith BVI issued interest-free notes in the aggregate principal amount of US$14 million to HTF 7 Limited, QUALCOMM Incorporated, SeaBright China Special Opportunities (I) Limited and Intel Capital Corporation, pursuant to a Note Subscription and Rights Agreement, or Subscription Agreement. Pursuant to a transfer and assumption agreement entered into in November 2004, we assumed TechFaith BVI’s obligations under the Subscription Agreement and the notes. The notes are repayable upon demand (i) on April 16, 2007 or at any time thereafter, or (ii) at any time after the occurrence of an event of default. The notes are convertible into our ordinary shares at any time. The initial conversion price is US$10,600 per share, subject to adjustment pursuant to the terms of the Subscription Agreement. Upon the completion of this offering, the notes shall be automatically converted into our ordinary shares without any further action of any party, into that number of ordinary shares pursuant to the then effective conversion price.

          The Subscription Agreement provides that our board of directors will consist of five directors, including one director nominated by HTF. In addition, QUALCOMM, SeaBright and Intel are each entitled to have one board observer. The note holders have been granted certain rights with respect to any proposed share transfers by any of our shareholders, including the right of first refusal to purchase such shares and the right of co-sale to sell their shares alongside the proposed share transfer. In addition, they have preemptive rights with respect to any issuance of securities by us. These rights do not apply to this offering. We have also granted these investors customary registration rights, including demand and piggyback registration rights and Form F-3 registration rights. For a detailed description of the registration rights, see “Description of Share Capital — Registration Rights.”

          The registration rights and certain information rights of the note holders will remain in effect after the completion of this offering. However, all other rights set forth in the Subscription Agreement will terminate automatically upon the completion of this offering.

Transactions with QUALCOMM

          In December 2003, we entered into a memorandum of understanding with QUALCOMM to confirm mutual intentions and understandings regarding the establishment of a wholly-owned subsidiary of our company to engage solely in CDMA-related business. Pursuant to this memorandum of understanding, we established Techfaith Shanghai in March 2004 and entered into several license agreements with QUALCOMM for the development of CDMA 1X mobile phones. Under these license agreements, we have obtained a non-exclusive license to manufacture, use and sell CDMA cards and components using certain intellectual property of QUALCOMM. In addition, we have obtained QUALCOMM’s technical support for certain particular process technologies and design platforms.

Transactions with NEC

          On September 26, 2003, we entered into a joint venture agreement with NEC for the establishment of STEP Technologies, which was formed in November 2003. We contributed US$4.2 million and NEC contributed US$1.8 million as the registered capital of STEP Technologies, in return for a 70% and 30%, respectively, equity interest in STEP Technologies. Pursuant to the joint venture agreement, NEC’s consent is required for certain matters of STEP Technologies, including amendment of the articles of association, profit distribution or loss treatment, sale or transfer of intangible assets, and investment in any other entity.

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          Since March 2003, we have entered into several business contracts with a Chinese subsidiary of NEC pursuant to which we have provided mobile handset design services to NEC’s subsidiary in China. In 2003 and 2004, we derived net revenue of approximately US$4.1 million and US$14.9 million, respectively, from these business contracts. We expect to enter into additional business contracts with NEC and its subsidiaries after completion of this offering.

          In June 2004, we entered into a written agreement with Wuhan NEC, a Chinese subsidiary of NEC, with respect to a mobile handset model we designed for and accepted by NEC in December 2003. Under the agreement, we were required to pay Wuhan NEC US$1.5 million by October 29, 2004 to compensate its losses allegedly arising from the delay in the design schedule, certain software quality problems and changes of the initial design in the design process. At the time of execution of the agreement, it was the mutual understanding of both parties that Wuhan NEC would terminate the agreement and all of our obligations thereunder if the sales of the two new models of mobile handsets designed by us were satisfactory to Wuhan NEC. The sales of the two new models in September and October 2004 were satisfactory to Wuhan NEC and accordingly, Wuhan NEC orally agreed to terminate the agreement and all of our obligations thereunder in October 2004. We and Wuhan NEC entered into a new written agreement in December 2004 to affirm our previous oral agreements, clarify that the design quality issues were attributable to the components supplied by a third party and declare the June 2004 agreement to be void and ineffective from the date thereof.

Transactions with SEF

          Our Chairman and Chief Executive Officer, Mr. Defu Dong, co-founded Beijing Sino-Electronics Future Telecommunication R&D, Ltd., or SEF, a mobile handset design house, in February 2001. He was a director, shareholder and the Chief Executive Officer of SEF from its inception until July 2002. Mr. Wensheng Tan is, and was at all relevant times, a shareholder of both our company and SEF.

          On September 18, 2003, Lenovo, SEF and TechFaith China entered into an agreement pursuant to which SEF assigned to TechFaith China and TechFaith China assumed without payment all the rights and obligations under three product technology development cooperation agreements entered into between Lenovo and SEF. Under the assignment and novation agreement, SEF agreed to act as a guarantor of the obligations of TechFaith China and continue to observe certain restrictions.

          On October 20, 2003, TechFaith China and SEF entered into five transfer agreements pursuant to which SEF agreed to transfer to TechFaith China without consideration three patents and two patent applications that were principally developed by some employees of SEF who subsequently joined TechFaith China.

          On January 18, 2004, SEF, TechFaith China and Skyworks Solutions entered into an agreement pursuant to which SEF assigned to TechFaith China all the rights under an April 2002 development and license agreement between SEF and Skyworks Solutions in return for TechFaith China’s payment of US$0.3 million to SEF. The consideration was determined based on the remaining pro rata share of the total license fee previously paid by SEF to Skyworks Solutions for the five year license period.

          We entered into a lease agreement dated July 31, 2003 with SEF with respect to part of our premises in Beijing. Our lease expires in July 2008. During the term of our lease, we are required to pay SEF a quarterly rent of US$34,177.

          In 2003 and 2004, we reimbursed SEF an aggregate amount of US$0.55 million and US$nil, respectively, for certain staff remuneration that SEF paid on behalf of our company before we established our statutory employee welfare reserve system under PRC law.

Transactions with Beijing Qidi

          Transfer of Mobile Handset Design Contracts. We previously owned a 49% interest in Beijing Qidi, a company formed in September 2002 to provide wireless solutions to wireless manufacturers and brand owners in China. We sold our equity interest in Beijing Qidi to another shareholder of Beijing Qidi unrelated to us for US$1.2 million in September 2003.

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          On December 5, 2003, Guangzhou Rowa Communication Company Limited, or Rowa, Beijing Qidi and Techfaith Beijing entered into an agreement pursuant to which Beijing Qidi assigned and novated to Techfaith Beijing, effective from January 1, 2004, all the rights and obligations under a mobile handset project cooperation agreement dated June 20, 2003 entered into between Rowa and Beijing Qidi, whereby Rowa engaged Beijing Qidi to design mobile handsets and agreed to pay Beijing Qidi design fees and royalties for its design services. TechFaith Beijing did not make any payment to Beijing Qidi in connection with this assignment.

          On December 31, 2003, Guangzhou Southern High-Tech Co., Ltd., or Soutec, Beijing Qidi and Techfaith Beijing entered into an agreement pursuant to which Beijing Qidi assigned and novated to Techfaith Beijing, effective from January 1, 2004, all the rights and obligations under a product technology development cooperation agreement dated May 13, 2003 entered into between Soutec and Beijing Qidi, whereby Soutec engaged Beijing Qidi to design mobile handsets and agreed to pay Beijing Qidi design fees and royalties for its design services. Techfaith Beijing did not make any payment to Beijing Qidi in connection with this assignment.

          On December 31, 2003, Guangzhou Jingpeng Digital Communication Company Limited, or Jingpeng, Beijing Qidi and Techfaith Beijing entered into an agreement pursuant to which Beijing Qidi assigned and novated to Techfaith Beijing, effective from January 1, 2004 all the rights and obligations under a mobile handset project cooperation agreement dated June 12, 2003 entered into between Jingpeng and Beijing Qidi, as supplemented, whereby Jingpeng engaged Beijing Qidi to design mobile handsets and agreed to pay Beijing Qidi design fees and royalties for its design services. Techfaith Beijing did not make any payment to Beijing Qidi in connection with this assignment.

          Settlement Agreement. In September 2003, Cellon, one of our principal competitors, sued Beijing Qidi, a former affiliate, and 18 individuals, including our director Baozhuang Huo, a former RF design manager at Cellon, in the Beijing First Intermediate People’s Court, claiming that Beijing Qidi and the individuals had engaged in unfair competition. In December 2003, Cellon also initiated arbitration proceedings against four individuals, including Mr. Huo, claiming that these individuals had violated the non-competition restrictions set forth in their respective employment agreements with Cellon. In January 2004, we paid Cellon a total of RMB6.0 million to settle these claims on behalf of Beijing Qidi, Mr. Huo and the other individuals involved pursuant to a settlement agreement among all parties involved. In connection with the settlement, Beijing Qidi assigned three mobile handset project cooperation agreements to us. Pursuant to the settlement agreement, Cellon withdrew all of its claims, and the litigation and arbitration were subsequently dismissed. Mr. Huo and several other individuals involved in the litigation joined our company in January 2004. The settlement was recorded as cost for the acquisition of intangible assets in our financial statements in 2004 at its cost of $0.7 million, which estimated the fair market value of the intangible assets acquired in exchange for the settlement of this claim.

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DESCRIPTION OF SHARE CAPITAL

          We are a Cayman Islands exempted company and our affairs are governed by our memorandum and articles of association and the Companies Law (2004 Revision) of the Cayman Islands, which is referred to as the Companies Law below.

          As of the date hereof, our authorized share capital consists of                      ordinary shares, with a par value of US$0.00002 each. As of the date hereof, there are                      ordinary shares issued and outstanding.

          Upon the closing of this offering, we will adopt an amended and restated memorandum and articles of association. The following are summaries of material provisions of our proposed amended and restated memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our ordinary shares that we expect will become effective upon the closing of this offering.

Ordinary Shares

          General. All of our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are nonresidents of the Cayman Islands may freely hold and vote their shares.

          Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors subject to the Companies Law and our amended and restated memorandum and articles of association.

          Voting Rights. Each ordinary share is entitled to one vote on all matters upon which the ordinary shares are entitled to vote. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of our board of directors or any other shareholder holding at least ten percent of the shares given a right to vote at the meeting, present in person or by proxy.

          A quorum required for a meeting of shareholders consists of at least two shareholders present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. Shareholders’ meetings are held annually and may be convened by our board of directors on its own initiative or upon a request to the directors by shareholders holding in aggregate at least ten percent of our voting share capital. Advance notice of at least seven days is required for the convening of our annual general meeting and other shareholders meetings.

          An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the ordinary shares. A special resolution is required for important matters such as a change of name. Holders of the ordinary shares may effect certain changes by ordinary resolution, including alter the amount of our authorized share capital, consolidate and divide all or any of our share capital into shares of larger amount than our existing share capital, and cancel any shares.

          Transfer of Shares. Subject to the restrictions of our articles of association, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board.

          Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our directors may also decline to register any transfer of any ordinary share unless (a) the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; (b) the instrument of transfer is in respect of only one class of ordinary shares; (c) the instrument of transfer is properly stamped, if required; (d) in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; (e) the shares conceded are free of any lien in favor of us; or (f) a fee of such maximum sum as the Nasdaq National Market may determine to be payable, or such lesser sum as our board of directors may from time to time require, is paid to us in respect thereof.

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          If our directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.

          Liquidation. On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

          Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid on the specified time are subject to forfeiture.

          Redemption of Shares. Subject to the provisions of the Companies Law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may be determined by special resolution.

          Variations of Rights of Shares. All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied either with the written consent of the holders of three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.

          Inspection of Books and Records. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements. See “Where You Can Find Additional Information.”

History of Securities Issuances

          The following is a summary of our securities issuances since our inception in July 2002.

          Ordinary Shares. In September 2003, TechFaith BVI issued a total of 50,000,000 ordinary shares at par value to six individuals, including our founders, through a private placement.

          Convertible Notes. In April 2004, TechFaith BVI issued interest-free notes in the aggregate principal amount of US$14 million to HTF, QUALCOMM, SeaBright and Intel pursuant to a Note Subscription and Rights Agreement, or Subscription Agreement. Pursuant to a transfer and assumption agreement entered into in November 2004, we assumed TechFaith BVI’s obligations under the Subscription Agreement and the notes. The notes will be repayable upon demand (1) on April 16, 2007 or at any time thereafter, or (2) at any time after the occurrence of an event of default. The notes are convertible into our ordinary shares. Immediately prior to the closing of this offering, the notes will be automatically converted into our ordinary shares without any further action of any party at the then effective conversion price.

Differences in Corporate Law

          The Companies Law is modeled after that of the United Kingdom but does not follow recent United Kingdom statutory enactments. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

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          Mergers and Similar Arrangements. Cayman Islands law does not provide for mergers as that expression is understood under United States corporate law. However, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

  the statutory provisions as to majority vote have been met;
 
  the shareholders have been fairly represented at the meeting in question;
 
  the arrangement is such that a businessman would reasonably approve; and
 
  the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.

          When a take-over offer is made and accepted by holders of 90.0% of the shares within four months, the offerer may, within a two month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith or collusion.

          If the arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of United States corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

          Shareholders’ Suits. We are not aware of any reported class action or derivative action having been brought in a Cayman Islands court. In principle, we will normally be the proper plaintiff and a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:

  a company is acting or proposing to act illegally or ultra vires;
 
  the act complained of, although not ultra vires, could be effected duly if authorized by more than a simple majority vote which has not been obtained; and
 
  those who control the company are perpetrating a “fraud on the minority.”

Registration Rights

          We have granted registration rights to the holders of our convertible notes in connection with their subscription for the notes in April 2004. Set forth below is a description of the registration rights granted to the note holders.

          Demand Registration Rights. At any time commencing six months after this offering, holders of a majority of the registrable securities have the right to demand that we file a registration statement covering the offer and sale of their securities, except other than pursuant to a registration statement on Form F-4, S-4 or S-8, so long as the aggregate amount of securities to be sold under the registration statement exceeds $5 million. However, we are not obligated to effect any such demand registration if we have within the six month period preceding the demand already effected a registration or if such holders had an opportunity to be included in a registration pursuant to their piggyback registration rights. We have the ability to delay or withdraw the filing of a registration statement for up to ninety days if our board of directors determines there is a valid business reason to delay such filing. We are not obligated to effect such demand registrations on more than two occasions.

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          Form F-3 Registration Rights. Upon our company becoming eligible for use of Form F-3 or S-3, holders of a majority of the registrable securities have the right to request we file a registration statement under Form F-3 or S-3. Such requests for registrations are not counted as demand registrations.

          Piggyback Registration Rights. If, at any time after this offering, we propose to file a registration statement with respect to an offering for our own account, then we must offer each holder of the registrable securities the opportunity to include their shares in the registration statement, other than pursuant to a registration statement on Form F-4, S-4 or S-8. We must use our reasonable best efforts to cause the underwriters in any underwritten offering to permit any such shareholder who so requests to include their shares on the same terms and conditions as the securities of our company.

          Expenses of Registration. We will pay all expenses relating to any demand or piggyback registration, whether or not such registrations become effective; except, shareholders shall bear the expense of any broker’s commission or underwriter’s discount or commission relating to registration and sale of their securities, and shall bear the fees and expenses of their own counsel.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Receipts

          The Bank of New York, as depositary, will execute and deliver ADRs. ADRs are American Depositary Receipts. Each ADR is a certificate evidencing a specific number of American Depositary Shares, also referred to as ADSs. Each ADS will represent 10 shares (or a right to receive 10 shares) deposited with the principal Hong Kong office of The Hong Kong and Shanghai Banking Corporation Limited, as custodian for the depositary in Hong Kong. Each ADS will also represent any other securities, cash or other property which may be held by the depositary under the deposit agreement referred to below. The depositary’s office at which the ADRs will be administered is located at 101 Barclay Street, New York, New York 10286.

          You may hold ADSs either directly (by having an ADR registered in your name) or indirectly through your broker or other financial institution. If you hold ADSs directly, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADR holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

          As an ADR holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Cayman Islands law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a holder of ADRs, you will have ADR holder rights. A deposit agreement among us, the depositary and you, as an ADR holder, and the beneficial owners of ADRs set out ADR holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADRs.

          The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR, which are filed as exhibits to the registration statement that includes this prospectus.

Dividends and Other Distributions

 
How will you receive dividends and other distributions on the shares?

          The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent.

  Cash. The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. The exchange rate the depositary uses will be the market rate prevailing on the date on which the depositary enters into the currency exchange contract. If that is not possible or if any government approval is needed and can not be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADR holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADR holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

  Before making a distribution, the depositary will deduct any withholding taxes that must be paid. See “Taxation — United States Federal Income Taxation.” It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

  Shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will try to sell shares which would require it to deliver a fractional ADS and distribute the net

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  proceeds in the same way as it does with cash. If the depositary does not distribute additional ADRs, the outstanding ADSs will also represent the new shares.
 
  Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may make these rights available to you. If the depositary decides it is not legal and practical to make the rights available but that it is practical to sell the rights, the depositary may sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

  If the depositary makes rights available to you, it will exercise the rights and purchase the shares on your behalf. The depositary will then deposit the shares and deliver ADSs to you. It will only exercise rights if you pay it the exercise price and any other charges the rights require you to pay.
 
  U.S. securities laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADRs described in this section except for changes needed to put the necessary restrictions in place.

  Other Distributions. The depositary will send to you anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to you unless it receives satisfactory evidence from us that it is legal to make that distribution.

          The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADR holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADR holders. This means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you.

Deposit and Withdrawal

 
How are ADSs issued?

          The depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADRs at its office to the persons you request.

 
How do ADS holders cancel an ADR and obtain shares?

          You may surrender your ADRs at the depositary’s office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADR to you or a person you designate at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible.

Voting Rights

 
How do you vote?

          You may instruct the depositary to vote the number of shares your ADSs represent. The depositary will notify you of shareholders’ meetings and arrange to deliver our voting materials to you if we ask it to.

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Those materials will describe the matters to be voted on and explain how you may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary.

          The depositary will try, in so far as practical, subject to the Cayman Islands law and the provisions of our constitutive documents, to vote the number of shares or other deposited securities represented by your ADSs as you instruct. The depositary will only vote or attempt to vote as you instruct.

          We cannot ensure that you will receive voting materials or otherwise learn of an upcoming shareholders’ meeting in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to vote and there may be nothing you can do if your shares are not voted as you requested.

Fees and Expenses

 
Persons depositing shares or ADR holders must pay: For:
 
•          $5.00 (or less) per 100 ADSs (or portion of 100 ADSs) •          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
 
•          $.02 (or less) per ADS •          Any cash distribution to you
 
•          A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs •          Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADR holders

 
•          $.02 (or less) per ADSs per calendar year (to the extent the depositary has not collected a cash distribution fee of $.02 per ADS during that year) •          Depositary services


 
•          Expenses of the depositary •          Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
 
•          Registration or transfer fees •          Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
 
•          Expenses of the depositary in converting foreign currency to U.S. dollars •          As necessary

•          Taxes and other governmental charges the depositary or the custodian have to pay on any ADR or share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes •          As necessary



•          Any charges incurred by the depositary or its agents for servicing the deposited securities •          No charges of this type are currently made in the Hong Kong market.

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Payment of Taxes

          The depositary may deduct the amount of any taxes owed from any payments to you. It may also sell deposited securities, by public or private sale, to pay any taxes owed. You will remain liable if the proceeds of the sale are not enough to pay the taxes. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any proceeds, or send to you any property, remaining after it has paid the taxes.

Reclassifications, Recapitalizations and Mergers

     
If we:   Then:
•     Change the nominal or par value of our shares

•     Reclassify, split up or consolidate any of the deposited securities

•     Distribute securities on the shares that are not distributed to you
The cash,
•     Recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action
  shares or other securities received by the depositary will become deposited securities. Each ADS will automatically represent its equal share of the new deposited securities.

The depositary may distribute some or all of the cash, shares or other securities it received. It may also deliver new ADRs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.

Amendment and Termination

 
How may the deposit agreement be amended?

          We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADR holders, it will not become effective for outstanding ADRs until 30 days after the depositary notifies ADR holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADR, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

 
How may the deposit agreement be terminated?

          The depositary will terminate the deposit agreement if we ask it to do so. The depositary may also terminate the deposit agreement if the depositary has told us that it would like to resign and we have not appointed a new depositary bank within 60 days. In either case, the depositary must notify you at least 30 days before termination.

          After termination, the depositary and its agents will do the following under the deposit agreement but nothing else: (1) advise you that the deposit agreement is terminated, (2) collect distributions on the deposited securities, (3) sell rights and other property, and (4) deliver shares and other deposited securities upon cancellation of ADRs. Six months or more after termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement for the pro rata benefit of the ADR holders that have not surrendered their ADRs. It will not invest the money and has no liability for interest. The depositary’s only obligations will be to account for the money and other cash. After termination our only obligations will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay.

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Limitations on Obligations and Liability

 
Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADRs

          The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

  are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;
 
  are not liable if either of us is prevented or delayed by law or circumstances beyond our control from performing our obligations under the deposit agreement;
 
  are not liable if either of us exercises discretion permitted under the deposit agreement;
 
  have no obligation to become involved in a lawsuit or other proceeding related to the ADRs or the deposit agreement on your behalf or on behalf of any other person; and
 
  may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party.

          In the deposit agreement, we agree to indemnify the depositary for acting as depositary, except for losses caused by the depositary’s own negligence or bad faith, and the depositary agrees to indemnify us for losses resulting from its negligence or bad faith.

Requirements for Depositary Actions

          Before the depositary will deliver or register a transfer of an ADR, make a distribution on an ADR, or permit withdrawal of shares or other property, the depositary may require:

  payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;
 
  satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
 
  compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

          The depositary may refuse to deliver ADRs or register transfers of ADRs generally when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

Your Right to Receive the Shares Underlying your ADRs

          You have the right to cancel your ADRs and withdraw the underlying shares at any time except:

  When temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares.
 
  When you or other ADR holders seeking to withdraw shares owe money to pay fees, taxes and similar charges.
 
  When it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADRs or to the withdrawal of shares or other deposited securities.

          This right of withdrawal may not be limited by any other provision of the deposit agreement.

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Pre-release of ADRs

          The deposit agreement permits the depositary to deliver ADRs before deposit of the underlying shares. This is called a pre-release of the ADRs. The depositary may also deliver shares upon cancellation of pre-released ADRs (even if the ADRs are canceled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying shares are delivered to the depositary. The depositary may receive ADRs instead of shares to close out a pre-release. The depositary may pre-release ADRs only under the following conditions:

  before or at the time of the pre-release, the person to whom the pre-release is being made must represent to the depositary in writing that it or its customer

  owns the shares or ADRs to he deposited,
 
  assigns all beneficial rights, title and interest in the shares or ADRs to the depositary, and
 
  will not take any action with respect to such shares or ADRs that is inconsistent with the transfer of beneficial ownership, other than in satisfaction of such pre-release;

  the pre-release must be fully collateralized with cash or other collateral that the depositary considers appropriate; and
 
  the depositary must be able to close out the pre-release on not more than five business days’ notice.

          In addition, the depositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release, although the depositary may disregard the limit from time to time, if it thinks it is appropriate to do so.

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SHARES ELIGIBLE FOR FUTURE SALE

          Upon completion of this offering, we will have outstanding                      ADSs representing approximately                     % of our ordinary shares in issue. All of the ADSs sold in this offering will be freely transferable by persons other than our “affiliates” without restriction or further registration under the Securities Act. Sales of substantial amounts of our ADSs in the public market could adversely affect prevailing market prices of our ADSs. Prior to this offering, there has been no public market for our ordinary shares or the ADSs, and while application has been made for the ADSs to be quoted on the Nasdaq National Market, we cannot assure you that a regular trading market will develop in the ADSs. We do not expect that a trading market will develop for our ordinary shares not represented by the ADSs.

Lock-Up Agreements

          Our directors, executive officers and principal shareholders have signed lock-up agreements under which they have agreed, subject to some exceptions, not to transfer or dispose of, directly or indirectly, any of our ordinary shares, in the form of ADSs or otherwise, or any securities convertible into or exchangeable or exercisable for our ordinary shares, in the form of ADSs or otherwise, for a period of 180 days after the date of this prospectus. After the expiration of the 180-day period, the ordinary shares or ADSs held by our directors, executive officers or principal shareholders may be sold subject to the restrictions under Rule 144 under the Securities Act or by means of registered public offerings.

Rule 144

          In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who has beneficially owned our ordinary shares for at least one year, is entitled to sell within any three-month period a number of ordinary shares that does not exceed the greater of the following:

  1% of the then outstanding ordinary shares, in the form of ADSs or otherwise, which will equal approximately                      ordinary shares immediately after this offering; or
 
  the average weekly trading volume of our ordinary shares in the form of ADSs or otherwise, during the four calendar weeks preceding the date on which notice of the sale is filed with the Securities and Exchange Commission.

          Sales under Rule 144 must be made through unsolicited brokers’ transactions. They are also subject to manner of sale provisions, notice requirements and the availability of current public information about us.

Rule 144(k)

          Under Rule 144(k), a person who is not our affiliate at any time during the three months preceding a sale, and who has beneficially owned the ordinary shares, in the form of ADSs or otherwise, proposed to be sold for at least two years, including the holding period of any prior owner other than an affiliate, is entitled to sell those ordinary shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. Therefore, unless otherwise restricted, “144(k) shares” may be sold at any time.

Rule 701

          In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases our ordinary shares from us in connection with a compensatory stock plan or a written agreement executed prior to the completion of this offering is eligible to resell such ordinary shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144.

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Registration Rights

          Upon completion of this offering, certain holders of our ordinary shares, in the form of ADSs or otherwise, or their transferees will be entitled to request that we register their shares under the Securities Act, following the expiration of the lockup agreements described above. See “Description of Share Capital — Registration Rights.”

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TAXATION

          The following discussion of the material Cayman Islands and United States federal income tax consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this Registration Statement, all of which are subject to change. This discussion does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences under state, local and other tax laws. To the extent that the discussion relates to matters of Cayman Islands tax law, it represents the opinion of Conyers Dill & Pearman, special Cayman Islands counsel to us. To the extent the discussion relates to matters of United States law or legal conclusions and subject to the qualifications herein, it represents the opinion of Latham & Watkins LLP, our special U.S. counsel.

Cayman Islands Taxation

          The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

United States Federal Income Taxation

          In the opinion of Latham & Watkins LLP, the following discussion describes the material U.S. federal income tax consequences under present law of an investment in the ADSs or ordinary shares. This discussion applies only to U.S. Holders (as defined below) that hold the ADSs or ordinary shares as capital assets and that have the U.S. dollar as their functional currency. This discussion is based on the tax laws of the United States as in effect on the date of this Registration Statement and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this Registration Statement, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.

          The following discussion does not deal with the tax consequences to any particular investor or to persons in special tax situations such as:

  banks;
 
  financial institutions;
 
  insurance companies;
 
  broker dealers;
 
  traders that elect to mark to market;
 
  tax-exempt entities;
 
  persons liable for alternative minimum tax;
 
  persons holding an ADS or ordinary share as part of a straddle, hedging, conversion or integrated transaction;
 
  persons that actually or constructively own 10% or more of our voting stock; or
 
  persons holding ADSs or ordinary shares through partnerships or other pass-through entities.

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PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE AND LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF ADSS OR ORDINARY SHARES.

          The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply if you are the beneficial owner of ADSs or ordinary shares and you are, for U.S. federal income tax purposes,

  a citizen or resident of the United States;
 
  a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any State or the District of Columbia;
 
  an estate whose income is subject to U.S. federal income taxation regardless of its source; or
 
  a trust that (1) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

          The discussion below assumes that the representations contained in the deposit agreement are true and that the obligations in the deposit agreement and any related agreement will be complied with in accordance with the terms. If you hold ADSs, you should be treated as the holder of the underlying ordinary shares represented by those ADSs for U.S. federal income tax purposes.

          The U.S. Treasury has expressed concerns that parties to whom ADSs are pre-released may be taking actions that are inconsistent with the claiming, by U.S. Holders of ADSs, of foreign tax credits for U.S. federal income tax purposes. Such actions could also be inconsistent with the claiming of the reduced rate of tax applicable to dividends received by certain non-corporate U.S. Holders, as described below. Accordingly, the availability of the reduced tax rate for dividends received by certain non-corporate U.S. Holders could be affected by future actions that may be taken by the U.S. Treasury.

 
Taxation of Dividends and Other Distributions on the ADSs or Ordinary Shares

          Subject to the passive foreign investment company rules discussed below, the gross amount of all our distributions to you with respect to the ADSs or ordinary shares will be included in your gross income as dividend income on the date of receipt by the depositary, in the case of ADSs, or by you, in the case of ordinary shares, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). The dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.

          With respect to noncorporate U.S. Holders, including individual U.S. Holders, for taxable years beginning before January 1, 2009, dividends may be taxed at the lower applicable capital gains rate (“qualified dividend income”) provided that (1) the ADSs or ordinary shares are readily tradable on an established securities market in the United States, (2) we are not a passive foreign investment company (as discussed below) for either our taxable year in which the dividend was paid or the preceding taxable year, and (3) certain holding period requirements are met. Under recently published Internal Revenue Service authority, our ADSs (which we expect will be listed on the Nasdaq National Market), but not our ordinary shares, will be readily tradable on an established securities market in the United States. However, it is possible that our ADSs could cease to be listed on the Nasdaq National Market or that the requirements for what constitutes being “readily tradable on an established securities market in the United States” will change, and therefore there can be no assurance that our ADSs will be considered readily tradable on an established securities market in later years. If the requirements for any dividends paid by us to be qualified dividend income are not met, such dividends will be taxable to you as ordinary income. You should consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our ADSs or ordinary shares.

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          Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to the ADSs or ordinary shares will be “passive income” or, in the case of certain U.S. Holders, “financial services income.” Recently enacted legislation will modify the foreign tax credit limitation by reducing the number of classes of foreign source income to two for taxable years beginning after December 31, 2006. Under this recently enacted legislation, dividends distributed by us with respect to ADSs or ordinary shares would constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”

          To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits, it will be treated first as a tax-free return of your tax basis in your ADSs or ordinary shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

 
Taxation of Disposition of Shares

          Subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of an ADS or ordinary share equal to the difference between the amount realized (in U.S. dollars) for the ADS or ordinary share and your tax basis (in U.S. dollars) in the ADS or ordinary share. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. holder, including an individual who has held the ADS or ordinary share for more than one year, you will be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will be treated as U.S. source income or loss for foreign tax credit limitation purposes.

 
Passive Foreign Investment Company

          We do not expect to be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for our current taxable year. Our expectation for our current taxable year is based in part on our estimates of the value of our assets, as determined by estimates of the price of our ordinary shares as of                     , 2005 (prior to our listing of our ADSs on Nasdaq National Market), and the expected price of the ADSs and our ordinary shares following the offering. Our actual PFIC status for 2005 will not be determinable until the close of the 2005 taxable year. We cannot make any determinations as to our PFIC status for future taxable years and accordingly there can be no assurance that we will not be a PFIC in any future taxable year. As a result, Latham & Watkins LLP is not opining on our PFIC status for our current or future taxable years. A non-U.S. corporation is considered a PFIC for any taxable year if either:

  at least 75% of its gross income is passive income, 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.

          We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, more than 25% (by value) of the stock.

          We must make a separate determination each year as to whether we are a PFIC. As a result, our PFIC status may change. In particular, our PFIC status may be determined in large part based on the market price of our ADSs and ordinary shares which is likely to fluctuate after the offering (and may fluctuate considerably given that market prices of technology companies have been especially volatile). Accordingly,

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fluctuations in the market price of the ADSs and shares may result in our being a PFIC for any year. In addition, the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raise in this offering. If we are a PFIC for any year during which you hold ADSs or ordinary shares, we will continue to be treated as a PFIC for all succeeding years during which you hold ADSs or ordinary shares.

          If we are a PFIC for any taxable year during which you hold ADSs or ordinary shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the ADSs or ordinary shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the ADSs or ordinary shares will be treated as an excess distribution. Under these special tax rules:

  the excess distribution or gain will be allocated ratably over your holding period for the ADSs or ordinary shares,
 
  the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and
 
  the amount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

          The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the ADSs or ordinary shares cannot be treated as capital, even if you hold the ADSs or ordinary shares as capital assets.

          Alternatively, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election for stock of a PFIC to elect out of the tax treatment discussed in the two preceding paragraphs. If you make a mark-to-market election for the ADSs or ordinary shares, you will include in income each year an amount equal to the excess, if any, of the fair market value of the ADSs or ordinary shares as of the close of your taxable year over your adjusted basis in such ADSs or ordinary shares. You are allowed a deduction for the excess, if any, of the adjusted basis of the ADSs or ordinary shares over their fair market value as of the close of the taxable year. However, deductions are allowable only to the extent of any net mark-to-market gains on the ADSs or ordinary shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the ADSs or ordinary shares, are treated as ordinary income. Ordinary loss treatment also applies to the deductible portion of any mark-to-market loss on the ADSs or ordinary shares, as well as to any loss realized on the actual sale or disposition of the ADSs or ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such ADSs or ordinary shares. Your basis in the ADSs or ordinary shares will be adjusted to reflect any such income or loss amounts. The tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us.

          The mark-to-market election is available only for stock which is regularly traded on a qualified exchange or other market, as defined in applicable U.S. Treasury Regulations. We expect that the ADSs will be listed on Nasdaq National Market and, consequently, if you are a holder of ADSs the mark-to-market election would be available to you were we to be or become a PFIC. The mark-to-market election will not be available for holders of our ordinary shares.

          If a non-U.S. corporation is a PFIC, a holder of shares in that corporation may avoid taxation under the rules described above by making a “qualified electing fund” election to include its share of the corporation’s income on a current basis, or a “deemed sale” election once the corporation no longer qualifies as a PFIC. However, you may make a qualified electing fund election with respect to your ADSs or ordinary shares only if we agree to furnish you annually with certain tax information, and we do not presently intend to prepare or provide such information.

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          If you hold ADSs or ordinary shares in any year in which we are a PFIC, you will be required to file Internal Revenue Service Form 8621 regarding distributions received on the ADSs or ordinary shares and any gain realized on the disposition of the ADSs or ordinary shares.

          You are urged to consult your tax advisor regarding the application of the PFIC rules to your investment in ADSs or ordinary shares.

 
Information Reporting and Backup Withholding

          Dividend payments with respect to ADSs or ordinary shares and proceeds from the sale, exchange or redemption of ADSs or ordinary shares may be subject to information reporting to the Internal Revenue Service and possible U.S. backup withholding at a current rate of 28%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status must provide such certification on Internal Revenue Service Form W-9. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

          Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the U.S. Holder’s United States federal income tax liability provided the required information is furnished to the Internal Revenue Service.

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UNDERWRITING

          We, together with the selling shareholders, intend to offer the ADSs through the underwriters. Merrill Lynch, Pierce Fenner & Smith Incorporated is acting as representative of the underwriters named below and as the bookrunner of this offering. Subject to the terms and conditions contained in the underwriting agreement among us, the selling shareholders and the underwriters, we and the selling shareholders have agreed to sell to the underwriters, and the underwriters severally have agreed to purchase from us and the selling shareholders, the number of ADSs listed opposite their names below.

         
Number of
Underwriter ADSs


Merrill Lynch, Pierce Fenner & Smith
Incorporated
       
Lehman Brothers Inc. 
       
CIBC World Markets Corp. 
       
     
 
             Total
       
     
 

          The underwriters have agreed to purchase all of the ADSs sold under the underwriting agreement if any of these ADSs is purchased. If an underwriter defaults, the underwriting agreement provides that, in certain circumstances, the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

          We and the selling shareholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

          The underwriters are offering the ADSs, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the ADSs, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

          The representative has advised us and the selling shareholders that the underwriters propose initially to offer the ADSs to the public at the public offering price on the cover page of this prospectus, and to certain dealers at that price less a concession not in excess of US$           per ADS. The underwriters may allow, and the dealers may re-allow, a concession not in excess of US$           per ADS to other dealers. After the initial public offering, the public offering price, concession and discount may be changed.

          The following table shows the public offering price, underwriting discount and proceeds before expenses to TechFaith and the selling shareholders. The information assumes either no exercise or full exercise by the underwriters of their over-allotment options.

                         
Per ADS Without Option With Option



Public offering price
  US$       US$       US$    
Underwriting discount
  US$       US$       US$    
Proceeds, before expenses, to TechFaith
  US$       US$       US$    
Proceeds, before expenses, to the selling shareholders
  US$       US$       US$    

Over-allotment Options

          The selling shareholders have granted options to the underwriters to purchase up to                     additional ADSs at the public offering price less the underwriting discount. The underwriters may exercise these options for 30 days from the date of this prospectus solely to cover any over-allotments. If the underwriters exercise these options, each will be obligated, subject to conditions contained in the underwriting

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agreement, to purchase a number of additional ADSs proportionate to that underwriter’s initial amount reflected in the above table.

Reserved ADSs

          At our request, the underwriters have reserved for sale, at the initial public offering price, up to                     ADSs offered by this prospectus for sale to some of our directors, officers, employees, business associates and related persons. If these persons purchase reserved ADSs, this will reduce the number of ADSs available for sale to the general public. Any reserved ADSs that are not orally confirmed for purchase within one day of the pricing of this offering will be offered by the underwriters to the general public on the same basis as the other ADSs offered by this prospectus. These reserved ADSs are not subject to any lock-up restrictions.

No Sale of Similar Securities

          We and our executive officers, directors and shareholders have agreed, with exceptions, not to sell or transfer any of our ordinary shares or ADSs for 180 days after the date of this prospectus without first obtaining the written consent of Merrill Lynch. Specifically, we and these other individuals have agreed not to directly or indirectly:

  offer, pledge, sell or contract to sell any ordinary shares or ADSs,
 
  sell any option or contract to purchase any ordinary shares or ADSs,
 
  purchase any option or contract to sell any ordinary shares or ADSs,
 
  grant any option, right or warrant for the sale of any ordinary shares or ADSs,
 
  lend or otherwise dispose of or transfer any ordinary shares or ADSs, or
 
  enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any ordinary shares or ADS whether any such swap or transaction is to be settled by delivery of shares, ADS or other securities, in cash or otherwise.

          This lock-up provision applies to the ordinary shares and ADSs and to securities convertible into or exchangeable or exercisable for or repayable with the ordinary shares or ADSs.

Quotation on the Nasdaq National Market

          We expect the ADSs to be approved for quotation on the Nasdaq National Market, subject to notice of issuance, under the symbol “CNTF.”

          Before this offering, there has been no public market for our ordinary shares or ADSs. The initial public offering price will be determined through negotiations among us, the representative, the bookrunner and the lead managers. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are:

  the valuation multiples of publicly traded companies that the representative and the lead managers believe to be comparable to us,
 
  our financial information,
 
  the history of, and the prospects for, our company and the industry in which we compete,
 
  an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues,
 
  the present state of our development, and

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  the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

          An active trading market for the ADSs may not develop. It is also possible that after the offering the ADSs will not trade in the public market at or above the initial public offering price.

          The underwriters do not expect to sell more than 5.0% of the ADSs in the aggregate to accounts over which they exercise discretionary authority.

Price Stabilization, Short Positions and Penalty Bids

          Until the distribution of the ADSs is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our ADSs. However, the representative may engage in transactions that stabilize the price of the ADSs.

          These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Shorts sales involve the sale by the underwriters of a greater number of ADSs than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional ADSs from us. The representative may close out any covered short position by either exercising the over-allotment option described above or purchasing ADSs in the open market. In determining the source of ADSs to close out the covered short position, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase additional ADSs pursuant to the option granted them. “Naked” short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for, or purchases of, ADSs made by the underwriters in the open market prior to the completion of the offering.

          The representative may also impose a penalty bid on underwriters and selling group members. This means that if the representative purchases ADSs in the open market to reduce the underwriter’s short position or to stabilize the price of such ADSs, it may reclaim the amount of the selling concession from the underwriters and selling group members who sold those ADSs. The imposition of a penalty bid may also affect the price of the shares in that it discourages resales of those ADSs.

          Purchases to cover a short position and stabilizing transactions may have the effect of preventing or retarding a decline in the market price of the ADS, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the ADSs. As a result, the price of the ADS may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they are required to be conducted in accordance with applicable laws and regulations, and they may be discontinued at any time. These transactions may be effected on the Nasdaq National Market, in the over-the-counter market or otherwise.

          Neither we, the selling shareholders nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the ADSs. In addition, neither we, the selling shareholders nor any of the underwriters makes any representation that the representative or the lead managers will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Other Relationships

          Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us. They have received customary fees and commissions for these transactions.

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Selling Restrictions

     General

          This prospectus does not constitute an offer of, or an invitation by or on behalf of, us or by or on behalf of the selling shareholders or the underwriters, to subscribe for or purchase, any of the ADSs in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in that jurisdiction. The distribution of this prospectus and the offering of the ADSs in certain jurisdictions may be restricted by law. We, the selling shareholders and the underwriters require persons into whose possession this prospectus comes to inform themselves about and to observe any such restrictions.

     United Kingdom

          Prior to the expiry of a period of six months from the closing date of this offering, no ADSs may be offered or sold, as the case may be, to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances that have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended, or the Regulations. Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, or FSMA) received in connection with the issue or sale of any ADSs may only be communicated or caused to be communicated in circumstances in which section 21(1) of the FSMA, does not apply to us. All applicable provisions of the Regulations and of the FSMA with respect to anything done in relation to the ADSs in, from or otherwise involving the United Kingdom must be complied with.

     France

          Neither this prospectus nor any offering material relating to ADSs has been or will be submitted to the “Commission des Opérations de Bourse” for approval (“Visa”) in France, and the ADSs will not be offered or sold and copies of this prospectus or any offering material relating to the ADSs may not be distributed, directly or indirectly, in France, except to qualified investors (“investisseurs qualifiés”) and/or a restricted group of investors (“cercle restreint d’investisseurs”) , in each case acting for their account, all as defined in, and in accordance with, Article L. 411-1 and L. 411-2 of the Monetary and Financial Code and “Décret” no. 98-880 dated October 1, 1998.

     Germany

          This prospectus is not a Securities Selling Prospectus (Verkaufsprospekt) within the meaning of the German Securities Prospectus Act (Verkaufsprospektgesetz) of September 9, 1998, as amended, and has not been filed with and approved by the German Federal Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) or any other German governmental authority. The ADSs may not be offered or sold and copies of this prospectus or any document relating to the ADSs may not be distributed, directly or indirectly, in Germany except to persons falling within the scope of paragraph 2 numbers 1, 2 and 3 of the German Securities Prospectus Act. No steps will be taken that would constitute a public offering of the ADSs in Germany.

     Italy

          The offering of the ADSs has not been registered with the Commissione Nazionale per le Società e la Borsa or “CONSOB,” in accordance with Italian securities legislation. Accordingly, the ADSs may not be offered, sold or delivered, and copies of this prospectus or any other document relating to the ADSs may not be distributed in Italy except to Professional Investors, as defined in Art. 31.2 of CONSOB Regulation no. 11522 of July 1, 1998, as amended, pursuant to Art. 30.2 and Art. 100 of Legislative Decree no. 58 of February 24, 1998 (or the Finance Law) or in any other circumstance where an express exemption to comply with the solicitation restrictions provided by the Finance Law or CONSOB Regulation no. 11971 of May 14, 1999, as amended (or the Issuers Regulation) applies, including those provided for under Art. 100 of the

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Finance Law and Art. 33 of the Issuers Regulation, and provided, however, that any such offer, sale, or delivery of the ADSs or distribution of copies of this prospectus or any other document relating to the ADSs in Italy must (1) be made in accordance with all applicable Italian laws and regulations, (2) be made in compliance with Article 129 of Legislative Decree no. 385 of September 1, 1993, as amended (the “Banking Law Consolidated Act”) and the implementing guidelines of the Bank of Italy (Istruzioni di Vigilanza per le banche) pursuant to which the issue, trading or placement of securities in the Republic of Italy is subject to prior notification to the Bank of Italy, unless an exemption applies depending, inter alia, on the amount of the issue and the characteristics of the securities, (3) be conducted in accordance with any relevant limitations or procedural requirements the Bank of Italy or CONSOB may impose upon the offer or sale of the securities, and (4) be made only by (a) banks, investment firms or financial companies enrolled in the special register provided for in Article 107 of the Banking Law Consolidated Act, to the extent duly authorized to engage in the placement and/or underwriting of financial instruments in Italy in accordance with the Banking Law Consolidated Act and the relevant implementing regulations; or by (b) foreign banks or financial institutions (the controlling shareholding of which is owned by one or more banks located in the same EU Member State) authorized to place and distribute securities in the Republic of Italy pursuant to Articles 15, 16 and 18 of the Banking Law Consolidated Act, in each case acting in compliance with every applicable law and regulation.

     Switzerland

          The ADSs may not be offered or sold to any investors in Switzerland other than on a non-public basis. This prospectus does not constitute a prospectus within the meaning of Article 652a and Art. 1156 of the Swiss Code of Obligations (Schweizerisches Obligationenrecht). Neither this offering nor the ADSs have been or will be approved by any Swiss regulatory authority.

     Singapore

          This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore, or the SFA. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be circulated or distributed, nor may the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to the public or any member of the public in Singapore other than (subject to certain filing requirements):

  to an institutional investor or other person specified in Section 274 of the SFA;
 
  to a sophisticated investor (as defined in Section 275 of the SFA), and in accordance with the conditions, specified in Section 275 of the SFA; or
 
  otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

     Hong Kong

          The ADSs may not be offered or sold in Hong Kong by means of any document other than to (i) professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571) of the laws of Hong Kong and any rules made thereunder, or (ii) in circumstances that do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of the laws of Hong Kong or that do not constitute an offer to the public within the meaning of that Ordinance. No invitation, advertisement or document relating to the ADSs may be issued, whether in Hong Kong or elsewhere, that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the ADSs that are intended to be disposed of only to persons outside Hong Kong or only to professional investors, as defined under the Securities and Futures Ordinance (Cap. 571) of the laws of Hong Kong and any rule made thereunder.

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     Japan

          The ADSs have not been and will not be registered under the Securities and Exchange Law of Japan, and may not be offered or sold in Japan or to, or for the account or benefit of, any resident of Japan or to, or for the account or benefit of, any resident for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except:

  pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the Securities and Exchange Law of Japan; and
 
  in compliance with the other relevant laws and regulations of Japan.

     Cayman Islands

          We will not offer or sell any ordinary shares or ADSs to any member of the public in the Cayman Islands.

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EXPENSES RELATING TO THIS OFFERING

          Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, that are expected to be incurred in connection with the offer and sale of the ADSs by us and the selling shareholders. With the exception of the Securities and Exchange Commission registration fee, the National Association of Securities Dealers, Inc. filing fee and the Nasdaq National Market listing fee, all amounts are estimates.

         
Securities and Exchange Commission Registration Fee
  US$    
Nasdaq National Market Listing Fee
  US$    
National Association of Securities Dealers, Inc. Filing Fee
  US$    
Printing and Engraving Expenses
  US$    
Legal Fees and Expenses
  US$    
Accounting Fees and Expenses
  US$    
Depositary Expense
  US$    
Miscellaneous
  US$    
     
 
Total
  US$    
     
 

LEGAL MATTERS

          The validity of the ADSs and certain other legal matters in connection with this offering will be passed upon for us by Latham & Watkins LLP. Certain legal matters in connection with this offering will be passed upon for the underwriters by Simpson Thacher & Bartlett LLP. The validity of the ordinary shares represented by the ADSs offered in this offering will be passed upon for us by Conyers Dill & Pearman, Cayman. Legal matters as to PRC law will be passed upon for us by Guantao Law Firm and for the underwriters by Commerce & Finance Law Offices. Latham & Watkins LLP may rely upon Conyers Dill & Pearman, Cayman with respect to matters governed by Cayman Islands’ law, and Guantao Law Firm with respect to matters governed by PRC law.

EXPERTS

          Our consolidated financial statements as of December 31, 2002, 2003 and 2004 and for the period from July 26, 2002 to December 31, 2002 and the years ended December 31, 2003 and 2004 included in this prospectus have been audited by Deloitte Touche Tohmatsu, independent registered public accounting firm, as stated in their report appearing in this prospectus, and are included in reliance upon the report of such firm given on their authority as experts in accounting and auditing.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

          We have filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form F-1, including relevant exhibits and securities under the Securities Act with respect to underlying ordinary shares represented by the ADSs, to be sold in this offering. A related registration statement on F-6 will be filed with the SEC to register the ADSs. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statement and its exhibits and schedules for further information with respect to us and our ADSs.

          Immediately upon completion of this offering we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Additional information may also be obtained over the Internet at the SEC’s website at www.sec.gov.

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
         
    F-2  
    F-3  
    F-4  
    F-5  
    F-6  
    F-7  

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

China Techfaith Wireless Communication Technology Limited:

          We have audited the accompanying consolidated balance sheets of China Techfaith Wireless Communication Technology Limited and its subsidiaries (the “Company”) as of December 31, 2002, 2003 and 2004, and the related consolidated statements of operations, shareholders’ equity and comprehensive income, and cash flows for the period from July 26, 2002 (date of inception) to December 31, 2002, and the years ended December 31, 2003 and 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

          We conducted our audits 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 the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

          In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of China Techfaith Wireless Communication Technology Limited and its subsidiaries as of December 31, 2002, 2003 and 2004 and the results of their operations and their cash flows for each of the periods referred to above in conformity with accounting principles generally accepted in the United States of America.

/s/     DELOITTE TOUCHE TOHMATSU

Hong Kong
March 21, 2005

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
                                     
December 31, December 31,


2002 2003 2004 2004




Pro Forma
(Unaudited)
(Note 2)
ASSETS
                               
Current assets:
                               
 
Cash and cash equivalents
  $ 11     $ 7,699     $ 35,086     $ 35,086  
 
Accounts receivable, net of allowances of nil in 2002, 2003, and 2004
          5,230       7,760       7,760  
 
Notes receivable
                2,296       2,296  
 
Marketable securities
                346       346  
 
Deposit
          3,987       3,740       3,740  
 
Inventories
          732       5,030       5,030  
 
Prepaid expenses and other current assets
    1,232       386       2,254       2,254  
     
     
     
     
 
Total current assets
  $ 1,243     $ 18,034     $ 56,512     $ 56,512  
     
     
     
     
 
Deposits for acquisition of plant, machinery and equipment, and acquired intangible assets
    483       1,061       529       529  
Plant, machinery and equipment, net
    701       4,816       9,556       9,556  
Acquired intangible assets, net
                945       945  
Investment in an affiliate
    1,191                    
     
     
     
     
 
TOTAL ASSETS
  $ 3,618     $ 23,911     $ 67,542     $ 67,542  
     
     
     
     
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
                               
Current liabilities:
                               
 
Short-term loan
  $     $ 300     $     $  
 
Accounts payable
          730       2,834       2,834  
 
Accrued expenses and other current liabilities
    1,201       1,342       4,617       3,620  
 
Advance from customers
          5,952       16,418       16,418  
     
     
     
     
 
Total current liabilities
  $ 1,201     $ 8,324     $ 23,869     $ 22,872  
     
     
     
     
 
Convertible notes
  $     $ 4,000     $ 11,887     $  
     
     
     
     
 
Derivative liability
  $     $     $ 1,956     $  
     
     
     
     
 
Minority interests
  $     $ 1,763     $ 1,740     $ 1,740  
     
     
     
     
 
Commitments (Note 17) 
                               
Shareholders’ equity:
                               
 
Ordinary shares of par value $0.00002:
                               
   
50,000,000,000,000 shares authorized; shares issued and outstanding, Nil in 2002 and 500,000,000 in 2003 and 2004 (566,037,734 (unaudited) shares issued and outstanding on a pro forma basis)
  $     $ 10     $ 10     $ 11  
 
Registered capital
    2,416                    
 
Additional paid-in capital
          4,832       4,832       18,831  
 
Accumulated other comprehensive income
          25       47       47  
 
Retained earnings
    1       4,957       23,201       24,041  
     
     
     
     
 
Total shareholders’ equity
    2,417       9,824       28,090       42,930  
     
     
     
     
 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 3,618     $ 23,911     $ 67,542     $ 67,542  
     
     
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
                           
For the
Period from
July 26, 2002
(date of For the For the
inception) to Year Ended Year Ended
December 31, December 31, December 31,
2002 2003 2004



Revenues:
                       
 
Design fees
  $     $ 7,947     $ 29,495  
 
Royalty income
          1,259       6,961  
 
Component products
          471       10,104  
     
     
     
 
Total net revenues
          9,677       46,560  
     
     
     
 
Cost of revenues
                       
 
Design fees
          2,260       10,951  
 
Royalty income
                725  
 
Component products
          371       8,208  
     
     
     
 
Total cost of revenues
          2,631       19,884  
     
     
     
 
Gross profit
          7,046       26,676  
     
     
     
 
Operating expenses:
                       
 
General and administrative
    (6 )     (968 )     (4,771 )
 
Research and development
          (700 )     (2,506 )
 
Selling and marketing
          (39 )     (694 )
 
Impairment of acquired intangible assets
          (423 )      
     
     
     
 
Total operating expenses
    (6 )     (2,130 )     (7,971 )
     
     
     
 
(Loss) income from operations
    (6 )     4,916       18,705  
Interest expense
          (12 )     (1,756 )
Interest income
          10       108  
Other income
                302  
Change in fair value of call option
                862  
     
     
     
 
(Loss) income before income taxes
    (6 )     4,914       18,221  
Income taxes
                 
     
     
     
 
(Loss) income before minority interests
    (6 )     4,914       18,221  
Minority interests
          49       23  
Equity in earnings (loss) of an affiliate
    7       (225 )      
Gain on disposal of an affiliate
          218        
     
     
     
 
Net income
  $ 1     $ 4,956     $ 18,244  
     
     
     
 
Net income per share:
                       
 
Basic
  $     $ 0.02     $ 0.04  
     
     
     
 
 
Diluted
  $     $ 0.02     $ 0.03  
     
     
     
 
Shares used in computation:
                       
 
Basic
          242,465,753       500,000,000  
     
     
     
 
 
Diluted
          243,074,581       551,823,942  
     
     
     
 
Pro forma net income per share (unaudited) (Note 2(x)):
                       
 
Basic
  $     $ 0.02     $ 0.03  
     
     
     
 
 
Diluted
  $     $ 0.02     $ 0.03  
     
     
     
 
Shares used in computation (unaudited) (Note 2(x)):
                       
 
Pro forma basic
          243,074,581       551,823,942  
     
     
     
 
 
Pro forma diluted
          243,074,581       551,823,942  
     
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND
COMPREHENSIVE INCOME
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
                                                                 
Accumulated
Ordinary Shares Additional Other Total

Registered Paid-In Comprehensive Retained Shareholders’ Comprehensive
Number Amount Capital Capital Income Earnings Equity Income








Cash injection as registered capital of Techfaith China upon its date of inception on July 26, 2002
        $     $ 2,416     $     $     $     $ 2,416     $  
Net income
                                  1       1       1  
     
     
     
     
     
     
     
     
 
Balance at December 31, 2002
                2,416                   1       2,417     $ 1  
                                                             
 
Issue of ordinary shares on September 1, 2003
    500,000,000       10                               10     $  
Cash injection as registered capital of Techfaith Beijing upon its date of inception on September 5, 2003
                2,416                         2,416        
Transfer of registered capital of Techfaith China and Techfaith Beijing to TechFaith BVI
                (4,832 )     4,832                          
Foreign currency translation adjustments
                            25             25       25  
Net income
                                  4,956       4,956       4,956  
     
     
     
     
     
     
     
     
 
Balance at December 31, 2003
    500,000,000       10             4,832       25       4,957       9,824     $ 4,981  
                                                             
 
Foreign currency translation adjustments
                            (10 )           (10 )   $ (10 )
Unrealized gain on available-for-sale marketable securities
                            32             32       32  
Net income
                                  18,244       18,244       18,244  
     
     
     
     
     
     
     
     
 
Balance at December 31, 2004
    500,000,000     $ 10     $     $ 4,832     $ 47     $ 23,201     $ 28,090     $ 18,266  
     
     
     
     
     
     
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
                             
For the
Period from
July 26, 2002
(date of For the For the
inception) to Year Ended Year Ended
December 31, December 31, December 31,
2002 2003 2004



Operating activities:
                       
 
Net income
  $ 1     $ 4,956     $ 18,244  
 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
                       
   
Depreciation and amortization of plant, machinery and equipment
          574       2,355  
   
Amortization of acquired intangible assets
          60       996  
   
Amortization of discount on issuance of convertible notes
                705  
   
Impairment of acquired intangible assets
          423        
   
Realised gain on investment in marketable securities
                (67 )
   
Gain on disposal of an affiliate
          (218 )      
   
Loss on disposal of plant, machinery and equipment
                215  
   
Minority interests
          (49 )     (23 )
   
Equity in (earnings) loss of an affiliate
    (7 )     225        
   
Change in fair value of call option
                (862 )
 
Changes in operating assets and liabilities:
                       
   
Accounts receivable
          (5,230 )     (2,530 )
   
Notes receivable
                (2,296 )
   
Inventories
          (732 )     (4,298 )
   
Prepaid expenses and other current assets
    (1,232 )     846       (1,868 )
   
Accounts payable
          730       2,104  
   
Accrued expenses and other current liabilities
    5       1,179       2,668  
   
Advance from customers
          5,952       10,466  
     
     
     
 
Net cash (used in) provided by operating activities
    (1,233 )     8,716       25,809  
     
     
     
 
Investing activities:
                       
 
Deposit paid
          (3,987 )     (3,740 )
 
Deposits paid for acquisition of plant, machinery and equipment, and acquired intangible assets
    (483 )     (1,061 )     (529 )
 
Purchase of plant, machinery and equipment
    (701 )     (4,531 )     (5,643 )
 
Purchase of marketable securities
                (4,289 )
 
Purchase of acquired intangible assets
                (1,941 )
 
Investment in an affiliate
    (1,184 )            
 
Proceeds from sale of investment in an affiliate
          1,184        
 
Proceeds from sale of marketable securities
                8,029  
 
Proceeds from sale of plant, machinery and equipment
                1  
     
     
     
 
Net cash used in investing activities
    (2,368 )     (8,395 )     (8,112 )
     
     
     
 
Financing activities:
                       
 
Proceeds from convertible notes
          4,000       10,000  
 
Proceeds on issue of ordinary shares of TechFaith BVI
          10        
 
Capital contribution to Techfaith China, Techfaith Beijing and STEP Technologies
    2,416       4,228        
 
Proceeds from short-term loan
          300        
 
Repayment of short-term loan
                (300 )
 
Advance from third parties
    1,196       635        
 
Repayment to third parties
          (1,831 )      
     
     
     
 
Net cash provided by financing activities
    3,612       7,342       9,700  
     
     
     
 
Effect of exchange rate changes
          25       (10 )
     
     
     
 
Net increase in cash and cash equivalents
    11       7,688       27,387  
Cash and cash equivalents at the beginning of the period
          11       7,699  
     
     
     
 
Cash and cash equivalents at the end of the period
  $ 11     $ 7,699     $ 35,086  
     
     
     
 
Supplemental cash flow information:
                       
Cash paid during the period for:
                       
Interest
  $     $ 1     $ 12  
     
     
     
 
Income taxes
  $     $     $  
     
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD FROM JULY 26, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2002
AND YEARS ENDED DECEMBER 31, 2003 AND 2004
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
 
1. Organization and Principal Activities

          China Techfaith Wireless Communication Technology Limited (“TechFaith” or “the Company”) was incorporated under the laws of the Cayman Islands on June 25, 2004 and its subsidiaries include the following:

                 
Date of Place of Percentage
Subsidiary Incorporation Incorporation Ownership




Techfaith Wireless Communication Technology (Beijing) Limited (formerly known as Beijing Techfaith R&D Technology Co., Ltd.) (“Techfaith China”)
  July 26, 2002   People’s Republic of China (the “PRC”)     100%  
Techfaith Wireless Communication Technology Limited (“TechFaith BVI”)
  July 8, 2003   British Virgin Islands
(the “BVI”)
    100%  
Great Earnest Technology Limited
(“Great Earnest”)
  August 8, 2003   BVI     100%  
Techfaith Wireless Communication Technology (Beijing) Limited II (formerly known as Beijing Centel Technology R&D Co., Ltd.) (“Techfaith Beijing”)
  September 5, 2003   PRC     100%  
Leo Technology Limited (“Leo Technology”)
  October 15, 2003   BVI     100%  
STEP Technologies (Beijing) Co., Ltd.
(“STEP Technologies”)
  November 20, 2003   PRC     70%  
First Achieve Technology Ltd.,
(“First Achieve”)
  December 29, 2003   Hong Kong     100%  
Finest Technology Limited (“Finest Technology”)
  January 8, 2004   BVI     100%  
Techfaith Wireless Communication (Shanghai) Limited (formerly known as Leadtech Communication Technology (Shanghai) Limited) (“Techfaith Shanghai”)
  March 22, 2004   PRC     100%  

          These companies have been entities under common control which has established the basis to consolidate them from their inception. Accordingly, the accompanying financial statements include the financial statements of TechFaith, its wholly owned subsidiaries, which consist of Techfaith China, TechFaith BVI, Great Earnest, Techfaith Beijing, Leo Technology, First Achieve, Finest Technology, Techfaith Shanghai and its joint venture interest in STEP Technologies. TechFaith and all of its subsidiaries, including STEP Technologies, are collectively referred to as the “Group”.

          The Group is principally engaged in the provision of customized handset design solutions, which span the entire handset development cycle, from market and industry research, through detailed design and prototype testing, to pilot production and production support. The Group designs handsets for use on Global System for Mobile Communications (GSM)/ General Packet Radio Services (GPRS), Code Division Multiple Access (CDMA) and Wideband CDMA (WCDMA) networks based on major baseband technology platforms, including those developed by QUALCOMM, Inc., Philips AG, Texas Instruments, Inc., and Skyworks Solutions, Inc. (“Skyworks”).

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FOR THE PERIOD FROM JULY 26, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2002
AND YEARS ENDED DECEMBER 31, 2003 AND 2004
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)

          From inception through December 31, 2002, the Group was in the development stage and its efforts were devoted to start-up activities. In March 2003, the Group commenced its planned principal operations.

          On November 9, 2004 all issued shares of TechFaith BVI were converted into ordinary shares of the Company, who then became the holding company of the Group.

 
2. Summary of Significant Accounting Policies
 
     (a) Basis of Presentation

          The consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 
     (b) Basis of Consolidation

          The consolidated financial statements include the financial statements of the Company and its majority-owned subsidiaries. All significant intercompany transactions and balances are eliminated on consolidation. An affiliated company where the Company owns 49% of the company is accounted for using the equity method. The Company’s share of earnings of the affiliate is included in the accompanying consolidated statements of operations.

 
     (c) Cash and Cash Equivalents

          Cash and cash equivalents consist of cash on hand, demand deposits and highly liquid investments, which are unrestricted as to withdrawal and use, and which have maturities of three months or less when purchased.

 
     (d) Notes receivable

          Notes receivable represent bank and commercial acceptance drafts that are non-interest bearing and due within one year.

 
     (e) Marketable Securities

          Marketable securities primarily consist of debt securities and are classified as available for sale marketable securities. Investments with maturities beyond one year may be classified as short-term based on their liquid nature and because such securities are available for current operations. Marketable securities are carried at fair market value with unrealized gains (losses) reported as a component of accumulated other comprehensive income in shareholders’ equity. The specific identification method is used to determine the cost of securities. Realized gains and losses are reflected in other income.

 
     (f) Use of Estimates

          The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s financial statements include revenue recognition, allowance for doubtful accounts, useful lives and impairment for plant, machinery and equipment.

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FOR THE PERIOD FROM JULY 26, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2002
AND YEARS ENDED DECEMBER 31, 2003 AND 2004
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
 
     (g) Certain Significant Risks and Uncertainties

          The Group participates in a dynamic high technology industry and believes that changes in any of the following areas could have a material adverse effect on the Group’s future financial position, results of operations, or cash flows: changes in the overall demand for customized handset design solutions; competition from other competitors; advances and trends in new technologies and industry standards; changes in certain strategic relationship or customer relationships; regulatory or other factors; risks associated with the Group’s ability to attract and retain employees necessary to support its growth; pressures in the form of new products or price reductions on current products; and changes in third party manufacturers.

 
     (h) Plant, Machinery and Equipment, Net

          Plant, machinery and equipment, net are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

         
Leasehold improvements
    Shorter of the lease terms or 4  years  
Motor vehicles
    4 years  
Plant and machinery
    4 years  
Furniture, fixtures and equipment
    4 years  
Software
    3 years  
 
     (i) Acquired Intangible Assets, Net

          Acquired intangible assets, net have definite lives and are capitalized and amortized on a straight-line basis over their expected useful economic lives as summarized in Note 9.

 
     (j) Inventories

          Inventories are stated at the lower of cost or market. Cost is determined using the weighted average method.

 
     (k) Impairment of Long-Lived Assets

          The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the fair value of the assets.

 
     (l) Research and Development Costs

          Research and development costs are expensed as incurred.

 
     (m) Revenue Recognition

          The Group’s revenues are primarily derived from design and development of handset solutions, and to a lesser extent, sales of component products which include the sale of printed circuit board (“PCB”), wireless modules and other electronic components. The Group earns its revenue mainly through design fee,

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FOR THE PERIOD FROM JULY 26, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2002
AND YEARS ENDED DECEMBER 31, 2003 AND 2004
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)

royalties, and sales of component products. The Group recognizes revenue when persuasive evidence of an arrangement exists, the fee is fixed or determinable, collection is reasonably assured, and in the period in which delivery or performance has occurred.

          Design fee is generated from design and development of handset solutions for customers. The handset design process normally includes industry, hardware, software, mechanical engineering design, testing and quality assurance, pilot production, production support and other incidental support requested by customers. Because the software element of the handset has been deemed more than incidental for the handset design process taken as a whole, the Company recognizes revenues in accordance with Statement of Position (“SOP”) 97-2. The handset design process requires significant production, development and customization of software, accordingly, as prescribed by SOP 97-2 revenue is recognized using the percentage of completion method in accordance with SOP 81-1, “Accounting for Performance of Construction Type and Certain Performance Type Contracts.” In general, three milestones are identified in the Group’s design contracts with customers. When the mobile handset design receives the approval verifying its conformity with applicable industry standards, in the case of GSM-based handsets, the full type approval, or FTA, for its conformity with GSM standards, the Group achieves the first milestone with respect to the design. When the mobile handset design receives regulatory approval for its use in the intended country, in the case of China, a China type approval, or CTA, the Group achieves the second milestone. When the customer accepts the mobile handset design and is ready to begin mass production of mobile handsets based on the Group’s design, the Group achieves the last milestone, which the Group refers to as shipping acceptance, or SA. The Group recognizes revenue only upon achievement of each milestone (i.e. FTA, CTA and SA), which is consistent with the use of an output measure. The percentage of completion designated for each milestone, however, is the percentage that would be obtained by using an input measure (i.e. labor hours and other relevant costs incurred). The Group believes that designating the percentage of completion for each milestone based on labor hours and other relevant costs incurred, as opposed to by reference to the amounts that become billable at the milestone, is more reflective of the progress completed through the date of the milestone. In the event that a milestone has not been reached, the associated cost is deferred and revenue is not recognized until the milestone has been achieved and/or accepted by the customer.

          Recognized revenues and profit are subject to revisions as the contract progresses to completion. Revisions in profit estimates are charged to income in the period in which the facts that give rise to the revision become known. When current cost estimates indicate a loss is expected to be incurred, the entire loss is recorded in the period in which it is identified.

          Amounts billed in excess of revenue recognized are recorded as advance from customers.

          Royalty income is derived from a variable prescribed rate for each unit of handset manufactured by the customer as the Group retains the design of schematic and layout of the PCB of the handset.

          Revenue from sales of component products, including PCBs, wireless modules and other electronics components is recognized upon delivery of the component products. The customer orders the component products it requires to manufacture mobile handsets from the Group. The Group then outsources the production of the component products to outside manufacturers. The Group records the gross amounts billed to its customers as the Group is the primary obligor in these transactions as the Group has latitude in establishing prices, the Group is involved in the determination of the service specifications, the Group bears the credit risk, the Group bears the inventory risk and the Group has the right to select the suppliers.

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FOR THE PERIOD FROM JULY 26, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2002
AND YEARS ENDED DECEMBER 31, 2003 AND 2004
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)

          The Group presents sales net of business tax incurred, which amounts to Nil, $523 and Nil for the period from July 26, 2002 to December 31, 2002, and the years ended December 31, 2003 and 2004, respectively.

 
     (n) Income Taxes

          Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net operating loss carryforwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

 
     (o) Comprehensive Income

          Comprehensive income included unrealized gains and losses on investments and foreign currency translation adjustments and is reported in the consolidated statement of shareholders’ equity.

 
     (p) Foreign Currency Translation

          The functional currency of the Company’s subsidiaries established in the PRC is Renminbi (“RMB”). Transactions denominated in currencies other than RMB are translated into RMB at the exchange rates quoted by the People’s Bank of China (the “PBOC”) prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates quoted by the PBOC at the balance sheet dates. The resulting exchange differences are included in the statement of operations.

          The Company has determined that the U.S. dollar is its functional and reporting currency. Accordingly, assets and liabilities are translated using exchange rates in effect at each year end and average exchange rates are used for the consolidated statements of operations. Translation adjustments resulting from translation of these consolidated financial statements are reflected as accumulated other comprehensive income included in the shareholders’ equity.

 
     (q) Concentration of Credit Risk

          Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, and accounts receivable. The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

          The Group conducts credit evaluations of customers and generally does not require collateral or other security from its customers; however, upfront deposit based on a portion of the design fee under the contract will generally be required to be received when the design contract is entered into. The Group establishes an allowance for doubtful accounts primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers.

 
     (r) Fair Value of Financial Instruments

          The carrying amounts of cash and cash equivalents, marketable securities and short-term loan approximate their fair values due to the short-term maturity of these instruments. The fair value of convertible notes as of December 31, 2004 was estimated at $13,470. The Company utilizes American Appraisal China

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FOR THE PERIOD FROM JULY 26, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2002
AND YEARS ENDED DECEMBER 31, 2003 AND 2004
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)

Limited, a third party valuation firm, to determine the fair value of the debt component and conversion option of the convertible notes. The valuation analysis utilized generally accepted valuation methodologies such as the conversion ratio method, straight bond value plus option value and redemption value method.

 
     (s) Advertising Costs

          The Group expenses advertising costs as incurred and such expenses were minimal for the periods presented. Advertising costs have been included as part of selling and marketing expenses.

 
     (t) Net Income Per Share

          Basic net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Diluted net income per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares. Ordinary share equivalents are excluded from the computation of the diluted net loss per share in periods when their effect would be anti-dilutive.

 
     (u) Segment Reporting

          The Group operates and manages its business as a single segment. The Group primarily generates its revenues from customers in the PRC, and accordingly, no geographical information is presented.

 
     (v) Recently Issued Accounting Pronouncements

          In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. The Statement establishes standards for how an issuer classifies and measures certain financial instruments. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Statement requires that certain financial instruments that, under previous guidance, issuers could account for as equity be classified as liabilities (or assets in some circumstances) in statements of positions or consolidated balance sheets, as appropriate. The financial instruments within the scope of this Statement are: (i) mandatorily redeemable shares that an issuer is obligated to buy back in exchange for cash or other assets; (ii) financial instruments that do or may require the issuer to buy back some of its shares in exchange for cash or other assets; and (iii) financial instruments that embody an obligation that can be settled with shares, the monetary value of which is fixed, tied solely or predominantly to a variable such as a market index, or varies inversely with the value of the issuer’s shares (excluding certain financial instruments indexed partly to the issuer’s equity shares and partly, but not predominantly, to something else). This Statement does not apply to features embedded in a financial instrument that is not a derivative in its entirety. The Statement also requires disclosures about alternative ways of settling the instruments and about the capital structure of entities all of whose shares are mandatorily redeemable. The adoption of SFAS No. 150 did not have a material impact on the Group’s financial position, cash flows or results of operations.

          In January 2003, the FASB issued Interpretation Number (“FIN”) No. 46, “Consolidation of Variable Interest Entities”. FIN 46 clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements” and provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and how to determine when and which business enterprise should consolidate the VIEs. This new model for consolidation applies to an entity in which either: (1) the equity investors (if any) lack one or more characteristics deemed

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FOR THE PERIOD FROM JULY 26, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2002
AND YEARS ENDED DECEMBER 31, 2003 AND 2004
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)

essential to a controlling financial interest or (2) the equity investment at risk is insufficient to finance that entity’s activities without receiving additional subordinated financial support from other parties. Certain disclosure requirements of FIN 46 were effective for financial statements issued after January 31, 2003. In December 2003, the FASB issued FIN 46 (revised December 2003), “Consolidation of Variable Interest Entities” (“FIN 46-R”) to address certain FIN 46 implementation issues. The effective dates and impact of FIN 46 and FIN 46-R are as follows: (i) special-purpose entities (“SPEs”) created prior to February 1, 2003. The Group must apply either the provisions of FIN 46 or early adopt the provisions of FIN 46-R at the end of the first interim or annual reporting period ending after December 15, 2003, (ii) non-SPEs created prior to February 1, 2003. The Group is required to adopt FIN 46-R at the end of the first interim or annual reporting period ending after March 15, 2004, and (iii) all entities, regardless of whether an SPE, that were created subsequent to January 31, 2003. The provisions of FIN 46 were applicable for variable interests in entities obtained after January 31, 2003. Adoption of FIN 46-R did not result in an impact on the consolidated statement of financial position or results of operations.

          In December 2002, the Emerging Issue Task Force (“EITF”) reached a consensus on EITF Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables”. This issue addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities. In some arrangements, the different revenue-generating activities (deliverables) are sufficiently separable and there exists sufficient evidence of their fair values to separately account for some or all of the deliveries (that is, there are separate units of accounting). In other arrangements, some or all of the deliveries are not independently functional, or there is not sufficient evidence of their fair values to account for them separately. This issue addresses when, and if so, how an arrangement involving multiple deliverables should be divided into separate units of accounting. This issue does not change otherwise applicable revenue recognition criteria. The guidance in this issue is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of EITF 00-21 did not have a material effect on the Group’s consolidated financial statements.

          In December 2003, the SEC issued Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition”. SAB 104 updates portions of existing interpretative guidance in order to make this guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulations. The adoption of SAB 104 did not have a material effect on the Group’s consolidated financial statements.

          The EITF reached a consensus in EITF 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”. The consensus was that certain quantitative and qualitative disclosures should be required for debt and marketable equity securities classified as available-for-sale or held-to-maturity under SFAS Nos. 115 and 124, that are impaired at the balance sheet date but for which an other-than-temporary impairment has not been recognized. This EITF consensus is effective for fiscal years ending after December 15, 2003. Adoption of the EITF consensus did not result in an impact on the consolidated statement of financial position or results of operations.

 
     (w) Pro Forma Information

          The pro forma balance sheet information as of December 31, 2004 assumes the conversion upon completion of the initial public offering of the outstanding convertible notes as of December 31, 2004 into ordinary shares.

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FOR THE PERIOD FROM JULY 26, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2002
AND YEARS ENDED DECEMBER 31, 2003 AND 2004
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
 
     (x) Unaudited Pro Forma Net Income Per Share

          Pro forma basic and diluted income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period plus the number of ordinary shares resulting from the assumed conversion upon the closing of the planned initial public offering of the outstanding convertible notes.

 
3. Accounts Receivable

          Accounts receivable consists of the following:

                         
December 31,

2002 2003 2004



Billed receivables
  $     $ 2,729     $ 6,183  
Unbilled receivables
          2,501       1,577  
     
     
     
 
    $     $ 5,230     $ 7,760  
     
     
     
 

          Unbilled receivables represent amounts earned under design service contracts in progress but not billable at the respective balance sheet dates. These amounts become billable according to the contract terms, which usually consider the achievement of certain milestones or completion of the project. The Group anticipates that substantially all of such unbilled amounts will be billed and collected within twelve months of balance sheet date.

 
4. Marketable Securities

          Marketable securities, carried in the accompanying balance sheets at estimated market value, consist of the following:

                         
December 31, 2004

Gross Estimated
Cost Unrealized Gains Market Value



Corporate bond due after one year through five years
  $ 314     $ 32     $ 346  
     
     
     
 

          No marketable securities were held by the Group as of December 31, 2002 and 2003.

 
5. Deposit

          As of December 31, 2003 and 2004, the Group placed deposit amounting to $3,987 and $3,740, respectively, with a securities house pending investment opportunities in the PRC capital market. The deposit is unsecured and bears interest at prevailing commercial rates.

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FOR THE PERIOD FROM JULY 26, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2002
AND YEARS ENDED DECEMBER 31, 2003 AND 2004
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
 
6. Inventories

          Inventories consist of the following:

                         
December 31,

2002 2003 2004



Work in progress
  $     $ 315     $ 3,445  
Component products
          417       1,585  
     
     
     
 
    $     $ 732     $ 5,030  
     
     
     
 
 
7. Prepaid Expenses and Other Current Assets

          Prepaid expenses and other current assets consist of the following:

                         
December 31,

2002 2003 2004



Advances to third parties
  $ 1,232     $ 184     $  
Prepaid expenses
          40       1,552  
Staff advances
          143       176  
Business and value added taxes recoverable
          19       77  
Other
                449  
     
     
     
 
    $ 1,232     $ 386     $ 2,254  
     
     
     
 
 
8. Plant, Machinery and Equipment, Net

          Plant, machinery and equipment, net consist of the following:

                         
December 31,

2002 2003 2004



Leasehold improvements
  $     $ 418     $ 1,817  
Motor vehicles
                88  
Plant and machinery
          2,434       5,697  
Furniture, fixtures and equipment
          1,244       2,418  
Software
    701       1,294       2,313  
     
     
     
 
Total
    701       5,390       12,333  
Less: Accumulated depreciation and amortization
          (574 )     (2,777 )
     
     
     
 
Plant, machinery and equipment, net
  $ 701     $ 4,816     $ 9,556  
     
     
     
 

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FOR THE PERIOD FROM JULY 26, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2002
AND YEARS ENDED DECEMBER 31, 2003 AND 2004
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
 
9. Acquired Intangible Assets, Net

          Acquired intangible assets, net consist of the following:

                           
December 31,

2002 2003 2004



Cost:
                       
 
Technology
  $     $ 60     $ 60  
 
Licenses
                1,216  
 
Royalty rights
                725  
     
     
     
 
            60       2,001  
     
     
     
 
Accumulated amortization:
                       
 
Technology
          (60 )     (60 )
 
Licenses
                (271 )
 
Royalty rights
                (725 )
     
     
     
 
            (60 )     (1,056 )
     
     
     
 
Acquired intangible assets, net
  $     $     $ 945  
     
     
     
 

          In 2003, the Group acquired a technology for monochrome screen interface of cellular phone from a third party for $483. Due to technological advancement and market changes, the Group ceased the design and development of monochrome screen cellular phone in the same year and recognized a non-cash impairment charge of this acquired technology. The Group evaluated the recoverability of the acquired intangible asset and fully wrote off its then carrying value of $423 as the asset was no longer expected to recover its net book value through future cash flows.

          In 2004, the Group acquired licenses for technology platform from third parties for $1,216 which are amortized over the shorter of the useful economic life of the relevant technology platform or license period, which is usually 3 to 5 years.

          In 2004, the Group also acquired royalty rights for cellular phone project co-operation agreements from Qidi Century, a then former equity affiliate, through a litigation settlement on behalf of Qidi Century and certain management members of the Group. The royalty rights were recorded at their estimated fair market value of $725 and are amortized over their estimated economic life of 1 year.

          The Group has recorded amortization expense of Nil, $60, and $996 for the years ended December 31, 2002, 2003 and 2004, respectively. The Group will record $264, $264, $199, $150 and $42 for 2005, 2006, 2007, 2008 and 2009, respectively.

 
10. Investment in an Affiliate

          In September 2002, the Group established Beijing Qidi Century Communication Technology Limited (“Qidi Century”), a domestic enterprise with limited liability in the PRC with a registered capital of RMB20,000,000, with two independent parties pursuant to which the Group made cash contributions and owned 49% of this affiliate. Qidi Century was established to provide customized cellular phone solutions to cellular phone manufacturers and vendors in the PRC. The Group accounted for its ownership in Qidi Century using the equity method of accounting.

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FOR THE PERIOD FROM JULY 26, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2002
AND YEARS ENDED DECEMBER 31, 2003 AND 2004
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)

          In July and September 2003, the Group entered into equity transfer agreements with another shareholder of Qidi Century to sell its entire 49% interest in Qidi Century for an aggregate consideration of $1,184, resulting in a gain on the disposition of $218.

 
11. Accrued Expenses and Other Current Liabilities

          Accrued expenses and other current liabilities consist of the following:

                         
December 31,

2002 2003 2004



Advances from third parties
  $ 1,196     $     $  
Rental payable
    3       54       43  
Accrued wages
    2       276       611  
Accrued interest
          11       997  
Accrued professional fees
                927  
Payable for acquisition of plant, machinery and equipment
          158       765  
Payable for certification fees
                188  
Warranty provision
          48       508  
Value added tax and other tax payables
          320       255  
Other
          475       323  
     
     
     
 
    $ 1,201     $ 1,342     $ 4,617  
     
     
     
 

          The advance from third parties was unsecured, interest free and was repaid as of December 31, 2003.

 
12. Income Taxes

          The Company is a tax exempted company incorporated in the Cayman Islands.

          Under the current BVI law, TechFaith BVI’s income is not object to taxation.

          No provision for Hong Kong Profits Tax has been made as First Achieve had no assessable profits earned during the years ended December 31, 2003 and 2004.

          The subsidiaries incorporated in the PRC are governed by the Income Tax Law of the PRC Concerning Foreign Investment and Foreign Enterprises and various local income tax laws (“Income Tax Laws”). Pursuant to the PRC Income Tax Laws, the foreign investment enterprises are subject to income tax at a statutory rate of 33% (30% of state income tax plus 3% local income tax) on PRC taxable income. However, preferential tax treatment as “new and high technology” companies has been agreed for Techfaith China, Techfaith Beijing and STEP Technologies with the relevant tax authorities and effective in 2002, 2003 and 2004, respectively. All new and high technology companies are entitled to a preferential tax rate of 15% and are entitled to a three-year exemption from income tax, followed by a 50% reduction in tax rates for the succeeding three years, in accordance with the Income Tax Laws of the PRC. As of December 31, 2004, Techfaith Shanghai is still in the process of making an application to the relevant tax authorities for the “new and high technology” status; however, no assessable profit has been made by Techfaith Shanghai for the year ended December 31, 2004.

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FOR THE PERIOD FROM JULY 26, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2002
AND YEARS ENDED DECEMBER 31, 2003 AND 2004
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)

          The principal components of the timing differences are as follows:

                           
December 31,

2002 2003 2004



Deferred tax assets:
                       
 
Revenue recognition
  $     $ 1,809     $ 16,083  
 
Net operating loss carry forwards
          456       241  
 
Depreciation and amortization
          264       369  
     
     
     
 
    $     $ 2,529     $ 16,693  
     
     
     
 

          No deferred tax assets related to revenue recognition and net operating loss carry forwards for the period from July 26, 2002 to December 31, 2002, and the years ended December 31, 2003 and 2004, have been recorded, as they are expected to reverse during the tax exemption period. As of December 31, 2003 and 2004, the Group has not recognized deferred tax assets on its accelerated accounting depreciation and amortization since it is more likely than not that the deferred tax assets will not be realized.

          The Group did not have any timing differences relating to deferred tax liabilities as of December 31, 2002, 2003, and 2004.

 
13. Short-Term Loan

          In December 2003, the Group borrowed $300 from a third party. The amount was unsecured, bore interest at 8% per annum and was repaid as of December 31, 2004.

          Interest expense for the years ended December 31, 2003 and 2004 was $1 and $12, respectively.

 
14. Convertible Notes

          On December 19, 2003, TechFaith BVI issued eight convertible notes in an aggregate principal amount of $4,000 to a strategic investor (the “1st Notes”). The 1st Notes were interest-free; however, should any dividend be declared and distributed by TechFaith BVI, a special interest payment calculated based on an “as converted” basis as if the notes had been converted into ordinary shares of TechFaith BVI, was payable to the noteholder. The conversion price for the notes was subject to certain adjustments and was $0.234 per ordinary share of TechFaith BVI initially. The holder of the 1st Notes could convert the notes into such shares at any time during the period from the date of issuance to December 19, 2005 or the date of listing of the shares of the Company on The Stock Exchange of Hong Kong Limited, whichever was earlier.

          On April 16, 2004, the 1st Notes were, at the election of the noteholder, cancelled and replaced with new notes with the same principal amount, which was issued by TechFaith BVI concurrently with the issuance of additional convertible notes in an aggregate principal amount of $10,000 to other strategic investors (hereinafter collectively referred to as “2nd Notes”) pursuant to a note subscription and rights agreement dated April 9, 2004 (the “Agreement”) with the same interest terms as the 1st Notes. The conversion price for the 2nd Notes is $0.212 per ordinary share of TechFaith BVI, subject to certain adjustments and can be converted into such shares at any time from the date of issuance to April 16, 2007. The notes not previously converted or repaid, shall be automatically converted into ordinary shares of TechFaith BVI or its parent company without any further action of any party, into that number of ordinary shares pursuant to the then effective conversion price, upon the closing of TechFaith BVI’s or its parent company’s initial public offering or a substantial sale of the shares in TechFaith BVI pursuant to the relevant

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FOR THE PERIOD FROM JULY 26, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2002
AND YEARS ENDED DECEMBER 31, 2003 AND 2004
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)

terms as stipulated in the Agreement. After April 16, 2007, the holders of the then outstanding notes may require TechFaith BVI to redeem all or part of the notes upon occurrence of certain events, including an event of default or TechFaith BVI’s merger or consolidation with another entity. The redemption price is the greater of (a) the principal amount plus accrued and unpaid interest or (b) the fair value of the ordinary shares into which such notes are convertible.

          The embedded conversion option of the convertible notes has been recorded at its fair value of $2,818 at the issuance and accounted for separately as a derivative liability. The Group will account for the derivative liability relating to the conversion option by adjusting the liability to its estimated fair value at each subsequent balance sheet date, with adjustments recorded as other non-operating income or expense.

 
15. Related Party Transactions
 
Transactions with a Director and management members

          In October 2003, TechFaith China, and Mr. Dong Defu, a director of TechFaith BVI, and Mr. Fang Yibo and Mr. Liu Jun, management members of Techfaith China, entered into a patent application transfer agreement pursuant to which Mr. Dong Defu, Mr. Fang Yibo and Mr. Liu Jun agreed to transfer a patent application to Techfaith China for nil consideration.

 
Transactions with Beijing Sino-Electronics Future Telecommunication R&D, Ltd. (“SEF”)

          A principal shareholder of the Company was during the relevant time periods below, a principal shareholder in SEF. On January 18, 2004, SEF, Techfaith China and Skyworks entered into an agreement pursuant to which SEF assigned to Techfaith China all the rights under an April 2002 development and license agreement between SEF and Skyworks in return for Techfaith China’s payment of $338 to SEF. The consideration was determined based on the remaining pro rata share of the total license fee previously paid by SEF to Skyworks for the five-year license period.

          On September 18, 2003, an external customer, SEF and Techfaith China entered into an agreement pursuant to which SEF assigned and novated to Techfaith China without consideration all the rights and obligations under three product technology development cooperation agreements entered into between the outside customer and SEF. Under the assignment and novation agreement, SEF agreed to act as guarantor of the obligations of Techfaith China and continue to observe certain restrictions.

          On October 20, 2003, Techfaith China and SEF entered into five transfer agreements pursuant to which SEF agreed to transfer to Techfaith China without consideration three patents and two patent applications that were principally developed by certain key members of SEF who subsequently joined Techfaith China.

          For the years ended December 31, 2003 and 2004, the Group reimbursed SEF an aggregate amount of $550 and Nil, respectively, for certain staff remuneration that SEF paid on behalf of the Group.

          The Group also entered into a lease agreement dated July 31, 2003 with SEF with respect to office premises in Beijing which expires in July 2008. During the term of the lease, the Group is required to pay SEF a quarterly rent of $34.

 
16. Segment and Geographic Information

          The Group’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FOR THE PERIOD FROM JULY 26, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2002
AND YEARS ENDED DECEMBER 31, 2003 AND 2004
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)

the Group. The Company believes it operates in one segment, and all financial segment information can be found in the consolidated financial statements.

 
Geographic Information

          The Group operates in the PRC and all of the Group’s long lived assets are located in the PRC.

 
17. Commitments
 
     (a) Operating Lease as Lessee

          The Group leases certain office premises under non-cancelable leases which expire in 2008. The Group also leased certain plant and machinery during the year ended December 31, 2003. Rental expense under operating leases for the period from July 26, 2002 to December 31, 2002, and the years ended December 31, 2003 and 2004 were $3, $457, and $509, respectively,

          Future minimum lease payments under non-cancelable operating lease agreements as of December 31, 2004 were as follows:

         
Fiscal year ending
       
2005
  $ 694  
2006
    533  
2007
    316  
2008
    85  
     
 
Total
  $ 1,628  
     
 
 
     (b) Capital Commitments

          Capital commitments for purchase of plant, machinery and equipment as of December 31, 2002, 2003 and 2004 was Nil, $299, and $655, respectively.

 
     (c) Product Warranty

          The Group’s product warranty relates to the warranties to the Group’s customers on the hardware and software design component of the mobile handset for a period of one to three years commencing upon the mass production of the mobile handset. Accordingly, the Group’s product warranty accrual reflects management’s best estimate of probable liability under its product warranties. Management determines the warranty based on historical experience and other currently available evidence.

                         
Year Ended December 31,

2002 2003 2004



Balance at beginning of period
  $     $     $ 48  
Current period provision
          114       820  
Utilized during the period
          (66 )     (360 )
     
     
     
 
Balance at end of period
  $     $ 48     $ 508  
     
     
     
 

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FOR THE PERIOD FROM JULY 26, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2002
AND YEARS ENDED DECEMBER 31, 2003 AND 2004
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)
 
18. Major Customers

          The following table summarizes net revenues and accounts receivable for customers which accounted for 10% or more of the Group’s net revenues and accounts receivable:

                         
Net Revenues

Year Ended December 31,

2002 2003 2004



A
    —%       32.5%       5.8%  
B
    —%       13.1%       10.2%  
C
    —%       42.6%       32.0%  
D
    —%       —%       8.8%  
     
     
     
 
      —%       88.2%       56.8%  
     
     
     
 
                         
Accounts Receivable

December 31,

2002 2003 2004



A
    —%       37.8%       0.7%  
B
    —%       7.7%       9.2%  
C
    —%       52.8%       46.1%  
D
    —%       —%       13.3%  
     
     
     
 
      —%       98.3%       69.3%  
     
     
     
 
 
19. Mainland China Contribution and Profit Appropriation

          Full time employees of the Group in the PRC participate in a government-mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require the Group to accrue for these benefits based on certain percentages of the employees’ salaries. The total provisions for such employee benefits were Nil, $8 and $493 for the period from July 26, 2002 to December 31, 2002, and the years ended December 31, 2003 and 2004, respectively.

          The Group is required to make contributions to the plan out of the amounts accrued for medical and pension benefits to relevant local labor bureaus. The contributions for the period from July 26, 2002 to December 31, 2002, and the years ended December 31, 2003 and 2004 amounted to Nil, $4, and $352, respectively. The local labor bureaus are responsible for the medical benefits and pension liability to be paid to these employees. The Group has no further commitments beyond its monthly contribution.

          Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company’s subsidiaries in the PRC registered as foreign-owned enterprise must make appropriations from after-tax profit to non-distributable reserve funds as determined by the Board of Directors of the relevant PRC subsidiaries. These reserves include a (1) general reserve, (2) enterprise expansion fund and (3) staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires annual appropriations of not less than 10% of after-tax profit (as determined under accounting principles and financial regulations applicable to PRC enterprises at each year-end); the other fund appropriations are at the Group’s discretion. These reserve funds can only be used for specific purposes and are not distributable as cash dividends. Prior to the

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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FOR THE PERIOD FROM JULY 26, 2002 (DATE OF INCEPTION) TO DECEMBER 31, 2002
AND YEARS ENDED DECEMBER 31, 2003 AND 2004
(In thousands of U.S. dollars, except share and per share data and unless otherwise stated)

conversion into wholly foreign-owned enterprises, TechFaith China and Centel, as domestic enterprises established in the PRC, were also subject to similar statutory reserve funds requirements. The Company has made appropriation to these statutory reserve funds of $Nil, $1,103 and $3,454 for the period from July 26, 2002 to December 31, 2002, and the years ended December 31, 2003 and 2004, respectively.

 
20. Subsequent event

          On March 18, 2005, the Company’s shareholders approved a 50,000-for-1 share split. All share and per share data have been restated to give retroactive effect to this share split.

* * * * * * * *

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(INSIDE BACK COVER IMAGE)


Table of Contents



         Through and including                     , 2005 (the 25 th  day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

American Depositary Shares

(TECHFAITH WIRELESS)

China Techfaith Wireless Communication

Technology Limited

Representing                             Ordinary Shares


PROSPECTUS


Merrill Lynch & Co.


 
Merrill Lynch & Co. Lehman Brothers

CIBC World Markets

                    , 2005




Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 
Item 6. Indemnification of Directors and Officers

          Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or committing a crime. Our Articles of Association provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except through their own willful neglect or default.

          Pursuant to the form of indemnification agreements filed as Exhibit 10.2 to this Registration Statement, we will agree to indemnify our directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

          The form of Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement will also provide for indemnification of us and our officers and directors.

          Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 
Item 7. Recent Sales of Unregistered Securities

          During the past three years, TechFaith BVI issued the following securities. Each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering. All share numbers in the following table do not reflect the 1:50,000 share split that became effective on March 18, 2005.

                                 
Underwriting
Date of Sale or Consideration Discount and
Purchaser Issuance Number of Securities (US$) Commission (US$)





Dong Defu
    2003-09-01       4,115 ordinary shares       4,115       N/A  
Liu Cangsong
    2003-09-01       1,670 ordinary shares       1,670       N/A  
He Changke
    2003-09-01       335 ordinary shares       335       N/A  
Huo Baozhuang
    2003-09-01       1,665 ordinary shares       1,665       N/A  
Tan Wensheng
    2003-09-01       1,615 ordinary shares       1,615       N/A  
Wu Kebo
    2003-09-01       600 ordinary shares       600       N/A  
HTF 7 Limited
    2004-04-16     Convertible note of US$4.0 million at conversion price of US$10,600     4,000,000     120,000 (finder’s fee)
Intel Capital Corporation
    2004-04-16     Convertible note of US$4.0 million at conversion price of US$10,600     4,000,000     120,000 (finder’s fee)
Qualcomm Incorporated
    2004-04-16     Convertible note of US$2.0 million at conversion price of US$10,600     2,000,000     60,000 (finder’s fee)

II-1


Table of Contents

                                 
Underwriting
Date of Sale or Consideration Discount and
Purchaser Issuance Number of Securities (US$) Commission (US$)





SeaBright China Special Opportunities(I) Limited
    2003-12-19     Convertible note of US$4.0 million at conversion price of US$11,685 (Cancelled)     4,000,000     120,000 (finder’s fee)
SeaBright China Special Opportunities(I) Limited
    2004-04-16     Convertible note of US$4.0 million at conversion price of US$10,600, replacing the note issued on December 19, 2003   Cancelation of the note issued on December 19, 2003     N/A  

          On November 9, 2004, we issued ordinary shares in a one-for-one exchange for all the issued shares in TechFaith BVI. On November 9, 2004, we assumed all of TechFaith’s obligations under the notes, which became convertible into our shares.

 
Item 8. Exhibits and Financial Statement Schedules

          (a) Exhibits

         
Exhibit
Number Description of Document


  1 .1†   Form of Underwriting Agreement.
  3 .1*   Memorandum and Articles of Association of the Registrant, as currently in effect.
  3 .2*   Form of Amended and Restated Memorandum and Articles of Association of the Registrant.
  4 .1*   Registrant’s Specimen American Depositary Receipt (included in Exhibit 4.3).
  4 .2†   Registrant’s Specimen Certificate for Ordinary Shares.
  4 .3*   Form of Deposit Agreement among the Registrant, the depositary and holders of the American Depositary Receipts.
  4 .4*   Note Subscription and Rights Agreement, dated as of April 9, 2004, among the Registrant and other parties therein.
  4 .5*   Transfer and Assumption Agreement dated November 9, 2004 among the Registrant and other parties thereto.
  4 .6*   Share Swap Agreement dated November 9, 2004 among the Registrant and other parties thereto.
  5 .1*   Opinion of Conyers Dill & Pearman, Cayman regarding the validity of the ordinary shares being registered.
  8 .1*   Form of opinion of Latham & Watkins LLP regarding certain U.S. tax matters.
  10 .1†   2005 Share Incentive Plan.
  10 .2*   Form of Indemnification Agreement with the Registrant’s directors.
  10 .3*   Form of Employment Agreement between the Registrant and a Senior Executive Officer of the Registrant.
  21 .1*   Subsidiaries of the Registrant.
  23 .1*   Consent of Deloitte Touche Tohmatsu, Independent Registered Public Accounting Firm.
  23 .2*   Consent of Conyers Dill & Pearman, Cayman (included in Exhibit 5.1).
  23 .3*   Consent of Latham & Watkins LLP.
  23 .4*   Consent of Guantao Law Firm.
  23 .5*   Consent of American Appraisal.

II-2


Table of Contents

         
Exhibit
Number Description of Document


  24 .1*   Powers of Attorney (included on signature page).
  99 .1*   Memorandum of Understanding dated December 24, 2003 between a subsidiary of the Registrant and QUALCOMM.
  99 .2*   CDMA Modem Card License Agreement dated March 9, 2004 between a subsidiary of the Registrant and QUALCOMM.
  99 .3*   Joint Venture Agreement dated September 26, 2003 between the Registrant and NEC.
  99 .4*   Lease Agreement dated July 31, 2003 between the Registrant and Beijing Sino-Electronics Future Telecommunication R&D, Ltd.
  99 .5*   Code of Business Conduct and Ethics of the Registrant.
  99 .6*   Agreement dated June 29, 2004 between the Registrant and a Chinese subsidiary of NEC (translation).
  99 .7*   Agreement dated December 20, 2004 between the Registrant and a Chinese subsidiary of NEC (translation).


Filed herewith

†  To be filed by amendment.

          (b) Financial Statement Schedules

          Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.

 
Item 9. Undertakings

          The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

          Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

          The undersigned registrant hereby undertakes that:

          (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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Table of Contents

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, People’s Republic of China, on April 7, 2005.

  CHINA TECHFAITH WIRELESS
  COMMUNICATION TECHNOLOGY LIMITED

  By:  /s/ Defu Dong
 
  Name: Defu Dong
  Title: Chairman and Chief Executive Officer

POWER OF ATTORNEY

          Each person whose signature appears below constitutes and appoints Defu Dong and Eva Hon as attorneys-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of ordinary shares of the registrant (the “Shares”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-1 to be filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

             
Signature Title Date



 
/s/ Defu Dong

Defu Dong
  Chairman of the Board/
Chief Executive Officer
  April 7, 2005
 
/s/ Eva Hon

Eva Hon
  Chief Financial Officer   April 7, 2005
 
/s/ Guoyi Wei

Guoyi Wei
  Chief Accounting Officer   April 7, 2005
 
/s/ Changke He

Changke He
  Director   April 7, 2005
 
/s/ Baozhuang Huo

Baozhuang Huo
  Director   April 7, 2005


Table of Contents

             
Signature Title Date



 
/s/ Jun Liu

Jun Liu
  Director   April 7, 2005
 
/s/ Donald J. Puglisi

Donald J. Puglisi
Title: Managing Director,
Puglisi & Associates
  Authorized Representative
in the United States
  April 7, 2005


Table of Contents

CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

EXHIBIT INDEX

         
Exhibit
Number Description of Document


  1 .1†   Form of Underwriting Agreement.
  3 .1*   Memorandum and Articles of Association of the Registrant, as currently in effect.
  3 .2*   Form of Amended and Restated Memorandum and Articles of Association of the Registrant.
  4 .1*   Registrant’s Specimen American Depositary Receipt (included in Exhibit 4.3).
  4 .2†   Registrant’s Specimen Certificate for Ordinary Shares.
  4 .3*   Form of Deposit Agreement among the Registrant, the depositary and holders of the American Depositary Receipts.
  4 .4*   Note Subscription and Rights Agreement, dated as of April 9, 2004, among the Registrant and other parties therein.
  4 .5*   Transfer and Assumption Agreement dated November 9, 2004 among the Registrant and other parties thereto.
  4 .6*   Share Swap Agreement dated November 9, 2004 among the Registrant and other parties thereto.
  5 .1*   Opinion of Conyers Dill & Pearman, Cayman regarding the validity of the ordinary shares being registered.
  8 .1*   Form of opinion of Latham & Watkins LLP regarding certain U.S. tax matters.
  10 .1†   2005 Share Incentive Plan.
  10 .2*   Form of Indemnification Agreement with the Registrant’s directors.
  10 .3*   Form of Employment Agreement between the Registrant and a Senior Executive Officer of the Registrant.
  21 .1*   Subsidiaries of the Registrant.
  23 .1*   Consent of Deloitte Touche Tohmatsu, Independent Registered Public Accounting Firm.
  23 .2*   Consent of Conyers Dill & Pearman, Cayman (included in Exhibit 5.1).
  23 .3*   Consent of Latham & Watkins LLP.
  23 .4*   Consent of Guantao Law Firm.
  23 .5*   Consent of American Appraisal.
  24 .1*   Powers of Attorney (included on signature page).
  99 .1*   Memorandum of Understanding dated December 24, 2003 between a subsidiary of the Registrant and QUALCOMM.
  99 .2*   CDMA Modem Card License Agreement dated March 9, 2004 between a subsidiary of the Registrant and QUALCOMM.
  99 .3*   Joint Venture Agreement dated September 26, 2003 between the Registrant and NEC.
  99 .4*   Lease Agreement dated July 31, 2003 between the Registrant and Beijing Sino-Electronics Future Telecommunication R&D, Ltd.
  99 .5*   Code of Business Conduct and Ethics of the Registrant.
  99 .6*   Agreement dated June 29, 2004 between the Registrant and a Chinese subsidiary of NEC (translation).
  99 .7*   Agreement dated December 20, 2004 between the Registrant and a Chinese subsidiary of NEC (translation).


Filed herewith.

†  To be filed by amendment.

EXHIBIT 3.1

THE COMPANIES LAW (REVISED)
COMPANY LIMITED BY SHARES

(AMENDED PURSUANT TO SPECIAL RESOLUTIONS PASSED
BY THE SOLE SHAREHOLDER ON 14 JULY, 2004)

MEMORANDUM OF ASSOCIATION

OF

CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED
[NAME IN CHINESE]

1. The name of the Company is CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED
[NAME IN CHINESE]

2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies.

3. Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted and shall include, but without limitation:

(a) to act and to perform all the functions of a holding company in all its branches and to co-ordinate the policy and administration of any subsidiary company or companies wherever incorporated or carrying on business or of any group of companies of which the Company or any subsidiary company is a member or which are in any manner controlled directly or indirectly by the Company;

(b) to act as an investment company and for that purpose to acquire and hold upon any terms and, either in the name of the Company or that of any nominee, shares, stock, debentures, debenture stock, annuities, notes, mortgages, bonds, obligations and securities, foreign exchange, foreign currency deposits and commodities, issued or guaranteed by any company wherever incorporated or carrying on business, or by any government, sovereign, ruler, commissioners, public body or authority, supreme, municipal, local or otherwise, by original subscription, tender, purchase, exchange, underwriting, participation in syndicates or in any other manner and whether or not fully paid up, and to make payments thereon as called up or in advance of calls or otherwise and to subscribe for the same, whether conditionally or absolutely, and to hold the same with a view to investment, but with the power to vary any investments, and to exercise and enforce all rights and powers conferred by or incident to the ownership thereof, and to invest and deal with the moneys of the Company not immediately required upon such securities and in such manner as may be from time to time determined.

4. Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of The Companies Law (Revised).


EXHIBIT 3.1

5. Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.

6. If the Company is exempted, it shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

7. The liability of each member is limited to the amount from time to time unpaid on such member's shares.

8. The share capital of the Company is HK$350,000 divided into 3,500,000 shares of a nominal or par value of HK$0.10 each, with power for the Company insofar as is permitted by law to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (Revised) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether stated to be preference or otherwise shall be subject to the powers hereinbefore contained.


EXHIBIT 3.1

THE COMPANIES LAW (REVISED)

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

China Techfaith Wireless Communication Technology Limited
[NAME IN CHINESE]


EXHIBIT 3.1

INDEX

1. TABLE A
2. INTERPRETATION
3. BOARD OF DIRECTORS
4. MANAGEMENT OF THE COMPANY
5. POWER TO APPOINT MANAGING DIRECTOR OF CHIEF EXECUTIVE OFFICER
6. POWER TO APPOINT MANAGER
7. POWER TO AUTHORISE SPECIFIC ACTIONS
8. POWER TO APPOINT ATTORNEY
9. POWER TO DELEGATE TO A COMMITTEE
10. POWER TO APPOINT AND DISMISS EMPLOYEES
11. POWER TO BORROW AND CHARGE PROPERTY
12. EXERCISE OF POWER TO PURCHASE SHARES OF THE COMPANY
13. DISCONTINUATION
14. ELECTION/REMOVAL OF DIRECTORS
15. DEFECTS IN APPOINTMENT OF DIRECTORS
16. ALTERNATE DIRECTORS AND PROXIES
17. VACANCIES ON THE BOARD
18. NOTICE OF MEETINGS OF THE BOARD
19. QUORUM AT MEETINGS OF THE BOARD
20. MEETINGS OF THE BOARD
21. UNANIMOUS WRITTEN RESOLUTIONS
22. CONTRACTS AND DISCLOSURE OF DIRECTORS' INTERESTS
23. REMUNERATION OF DIRECTORS
24. OFFICERS OF THE COMPANY
25. APPOINTMENT OF OFFICERS
26. REMUNERATION OF OFFICERS
27. DUTIES OF OFFICERS
28. CHAIRMAN OF MEETINGS
29. REGISTER OF DIRECTORS AND OFFICERS
30. REGISTER OF MORTGAGES AND CHARGES
31. OBLIGATIONS OF BOARD TO KEEP MINUTES
32. INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
33. WAIVER OF CLAIM BY MEMBER
34. NOTICE OF ANNUAL GENERAL MEETING
35. NOTICE OF EXTRAORDINARY GENERAL MEETING
36. ACCIDENTAL OMISSION OF NOTICE OF GENERAL MEETING
37. MEETING CALLED ON REQUISITION OF MEMBERS
38. SHORT NOTICE
39. POSTPONEMENT OF MEETINGS
40. QUORUM FOR GENERAL MEETING
41. ADJOURNMENT OF MEETINGS

(i)

EXHIBIT 3.1

42. ATTENDANCE AT MEETINGS
43. WRITTEN RESOLUTIONS
44. ATTENDANCE OF DIRECTORS
45. VOTING AT MEETINGS
46. VOTING ON SHOW OF HANDS
47. DECISION OF CHAIRMAN
48. DEMAND FOR A POLL
49. SENIORITY OF JOINT HOLDERS VOTING
50. INSTRUMENT OF PROXY
51. REPRESENTATION OF CORPORATION AT MEETINGS
52. RIGHTS OF SHARES
53. POWER TO ISSUE SHARES
54. ALTERATION OF CAPITAL
55. ALTERATION OF REGISTERED OFFICE, NAME AND OBJECTS
56. VARIATION OF RIGHTS, ALTERATION OF SHARE CAPITAL AND PURCHASE OF SHARES OF THE COMPANY
57. REGISTERED HOLDER OF SHARES
58. DEATH OF A JOINT HOLDER
59. SHARE CERTIFICATES
60. CALL ON SHARES
61. FORFEITURE OF SHARES
62. CONTENTS OF REGISTER OF MEMBERS
63. DETERMINATION OF RECORD DATES
64. INSTRUMENT OF TRANSFER
65. RESTRICTION ON TRANSFER
66. TRANSFERS BY JOINT HOLDERS
67. REPRESENTATIVE OF DECEASED MEMBER
68. REGISTRATION ON DEATH OR BANKRUPTCY
69. DECLARATION OF DIVIDENDS BY THE BOARD
70. OTHER DISTRIBUTIONS
71. RESERVE FUND
72. DEDUCTION OF AMOUNTS DUE TO THE COMPANY
73. ISSUE OF BONUS SHARES
74. RECORDS OF ACCOUNT
75. APPOINTMENT OF AUDITOR
76. NOTICES TO MEMBERS OF THE COMPANY
77. NOTICES TO JOINT MEMBERS
78. SERVICE AND DELIVERY OF NOTICE
79. THE SEAL
80. WINDING-UP/DISTRIBUTION BY LIQUIDATOR
81. ALTERATION OF ARTICLES

(ii)

EXHIBIT 3.1

THE COMPANIES LAW (REVISED)
COMPANY LIMITED BY SHARES

(AMENDED PURSUANT TO SPECIAL RESOLUTIONS PASSED
BY THE SOLE SHAREHOLDER ON 14 JULY, 2004)

ARTICLES OF ASSOCIATION

OF

CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

                                [NAME IN CHINESE]

1.    Table A

1(1)  The regulations in Table A in the Schedule to the Companies Law (Revised)
      do not apply to the Company.

2.    Interpretation

2(1)  In these Articles where the context permits:

      "Alternate Director" means an alternate Director appointed in accordance
      with these Articles;

      "Articles" means these Articles of Association as altered from time to
      time;

      "Auditors" means the auditors for the time being of the Company and
      includes any person or partnership;

      "Board" means the Board of Directors appointed or elected pursuant to
      these Articles and acting by resolution in accordance with the Law and
      these Articles or the Directors present at a meeting of Directors at which
      there is a quorum;

      "class meeting" means a separate meeting of the members of a class of
      shares;

      "clear days" in relation to notice of a meeting means days falling after
      the day on which notice is given or deemed to be given and before the day
      of the meeting;

      "Company" means the company for which these Articles are approved and
      confirmed;

      "Director" means a director, including a sole director, for the time being
      of the Company and shall include an Alternate Director;

      "Law" means The Companies Law (Revised) of the Cayman Islands and every
      modification or reenactment thereof for the time being in force;

- 1 -

EXHIBIT 3.1

"Member" means the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons as the context so requires;

"month" means calendar month;

"notice" means written notice as further defined in these Articles unless otherwise specifically stated;

"Officer" means any person appointed by the Board to hold an office in the Company;

"ordinary resolution" means a resolution passed at a general meeting (or, if so specified, a class meeting) of the Company by a simple majority of the votes cast, or a written resolution;

"paid-up" means paid-up or credited as paid-up;

"Register of Directors and Officers" means the Register of Directors and Officers referred to in these Articles;

"Register of Members" means the register of members of the Company;

"Registered Office" means the registered office for the time being of the Company;

"Seal" means the common seal or any official or duplicate seal of the Company;

"Secretary" means the person appointed to perform any or all duties of secretary and includes any deputy or assistant secretary;

"share" includes a fraction of a share;

"special resolution" means a resolution passed at a general meeting (or, if so specified, a class meeting) of the Company by a majority of not less than two thirds of the votes cast, as provided in the Law, or a written resolution;

"year" means calendar year.

2(2) In these Articles where not inconsistent with the context:

(a) words denoting the plural number include the singular number and vice versa;

(b) words denoting the masculine gender include the feminine gender and vice versa;

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EXHIBIT 3.1

(c) words importing persons include companies or associations or bodies of persons, corporate or not;

(d) the word "may" shall be construed as permissive; the word "shall" shall be construed as imperative;

(e) a reference to a statutory provision shall be deemed to include any amendment or re-enactment thereof.

2(3)  Subject as aforesaid, words defined or used in the Law have the same
      meaning in these Articles.

2(4)  Expressions referring to writing or written shall unless the contrary
      intention appears, include facsimile, printing lithography, photography
      and other modes of representing words in a visible form.

2(5)  The headings in these Articles are for ease of reference only and shall
      not affect the construction or interpretation of these Articles.

                               BOARD OF DIRECTORS

3.    Board of Directors

The business of the Company shall be managed and conducted by the Board.

4. Management of the Company

(1) In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by statute or by these Articles, required to be exercised by the Company in general meeting subject, nevertheless, to these Articles, the provisions of any statute and to such regulations as may be prescribed by the Company in general meeting.

(2) No regulation or alteration to these Articles pursuant to a special resolution shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.

(3) The Board may procure that the Company pays all expenses incurred in promoting and incorporating the Company.

5. Power to appoint managing director or chief executive officer

The Board may from time to time appoint one or more Directors to the office of managing director or chief executive officer of the Company who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company.

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EXHIBIT 3.1

6. Power to appoint manager

The Board may appoint a person to act as manager of the Company's day to day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business.

7. Power to authorise specific actions

The Board may from time to time and at any time authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any agreement, document or instrument on behalf of the Company.

8. Power to appoint attorney

The Board may from time to time and at any time by power of attorney appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorised under the seal of the Company, execute any deed or instrument under such attorney's personal seal with the same effect as the affixation of the seal of the Company.

9. Power to delegate to a committee

The Board may delegate any of its powers to a committee appointed by the Board and every such committee shall conform to such directions as the Board shall impose on them. Subject to any directions or regulations made by the directors for this purpose, the meetings and proceedings of such committees shall be governed by the provisions of these Articles covering the meetings and proceedings of the Directors, including provisions for written resolutions.

10. Power to appoint and dismiss employees

The Board may appoint, suspend or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties.

11. Power to borrow and charge property

The Board may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party.

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EXHIBIT 3.1

12. Exercise of power to purchase shares of the Company

(1) Subject to the Law, the Company is hereby authorised to issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or a Member; but, save for shares declared to be redeemable by the Memorandum of Association, the Directors shall not issue redeemable shares without the sanction of an ordinary resolution.

(2) The Board may exercise all the powers of the Company to purchase all or any part of its own shares pursuant to the Law. Shares purchased by the Company shall be cancelled and shall cease to confer any right or privilege on the Member from whom the shares are purchased.

(3) The Company is hereby authorised to make payments in respect of the redemption of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the Law.

(4) Unless fixed by the ordinary resolution sanctioning its issue the redemption price of a redeemable share, or the method of calculation thereof, shall be fixed by the Directors at or before the time of issue.

(5) Unless otherwise provided or directed by the ordinary resolution sanctioning the issue of the shares concerned:

(a) every share certificate representing a redeemable share shall indicate that the share is redeemable;

(b) in the case of shares redeemable at the option of a Member a redemption notice from a Member may not be revoked without the agreement of the Directors;

(c) at the time or in the circumstances specified for redemption the redeemed shares shall be cancelled and shall cease to confer on the relevant Member any right or privilege, without prejudice to the right to receive the redemption price, which price shall become payable so soon as it can with due despatch be calculated, but subject to surrender of the relevant share certificate for cancellation (and reissue in respect of any balance);

(d) the redemption price may be paid in any manner authorised by these Articles for the payment of dividends;

(e) a delay in payment of the redemption price shall not affect the redemption but, in the case of a delay of more than thirty days, interest shall be paid for the period from the due date until actual payment at a rate which the Directors, after due enquiry, estimate to be representative of the rates being offered by class A banks in the Cayman Islands for thirty day deposits in the same currency;

(f) the Directors may exercise as they think fit the powers conferred on the

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EXHIBIT 3.1

Company by Section 37(5) of the Law (payment out of capital) but only if and to the extent that the redemption could not otherwise be made (or not without making a fresh issue of shares for this purpose);

(g) subject as aforesaid, the Directors may determine, as they think fit all questions that may arise concerning the manner in which the redemption of the shares shall or may be effected;

(h) no share may be redeemed unless it is fully paid-up.

13. Discontinuation

The Board may exercise all the powers of the Company to discontinue the Company to a named country or jurisdiction outside the Cayman Islands pursuant to Section 226 of the Law.

14. Election/Removal of Directors

(1) The Board shall consist of not less than one Director or such number in excess thereof as the Board may from time to time determine who shall be elected or appointed in writing the first place by the subscribers to the Memorandum of Association or by a majority of them.

(2) The Directors may from time to time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, subject to any upper limit on the number of Directors prescribed pursuant to this Article.

(3) The Company may from time to time by ordinary resolution appoint any person to be a Director and may in like manner remove any Director from office, whether or not appointing another in his stead.

(4) An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period; but no such term shall be implied in the absence of express provision.

(5) There shall be no shareholding qualification for Directors unless prescribed by special resolution.

15. Defects in appointment of Directors

All acts done bona fide by any meeting of the Board or by a committee of the Board or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

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EXHIBIT 3.1

16. Alternate Directors and Proxies

(1) A Director may at any time appoint any person (including another Director) to be his Alternate Director and may at any time terminate such appointment. An appointment and a termination of appointment shall be by notice in writing signed by the Director and deposited at the Registered Office or delivered at a meeting of the Directors.

(2) The appointment of an Alternate Director shall determine on the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointor ceases for any reason to be a Director.

(3) An Alternate Director shall be entitled to receive notices of meetings of the Directors and shall be entitled to attend and vote as a Director at any such meeting at which his appointor is not personally present and generally at such meeting to perform all the functions of his appointor as a Director; and for the purposes of the proceedings at such meeting these Articles shall apply as if he (instead of his appointor) were a Director, save that he may not himself appoint an Alternate Director or a proxy.

(4) If an Alternate Director is himself a Director or attends a meeting of the Directors as the Alternate Director of more than one Director, his voting rights shall be cumulative.

(5) Unless the Directors determine otherwise, an Alternate Director may also represent his appointor at meetings of any committee of the Directors on which his appointor serves; and the provisions of this Article shall apply equally to such committee meetings as to meetings of the Directors.

(6) An Alternate Director may join in a written resolution of the Directors adopted pursuant to these Articles and his signature of such resolution shall be as effective as the signature of his appointor.

(7) Save as provided in these Articles an Alternate Director shall not, as such, have any power to act as a Director or to represent his appointor and shall not be deemed to be a Director for the purposes of these Articles.

(8) A Director who is not present at a meeting of the Directors, and whose Alternate Director (if any) is not present at the meeting, may be represented at the meeting by a proxy duly appointed, in which event the presence and vote of the proxy shall be deemed to be that of the Director. All the provisions of these Articles regulating the appointment of proxies by members shall apply equally to the appointment of proxies by Directors.

17. Vacancies on the Board

(1) The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Articles as the quorum necessary for the transaction of business at meetings of the Board, the continuing Directors or Director may act for the purpose of (i) increasing the number of Directors to the requisite number (ii)

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EXHIBIT 3.1

summoning a general meeting of the Company or (iii) preserving the assets of the Company.

(2) The office of Director shall be vacated if the Director:-

(a) is removed from office pursuant to these Articles or is prohibited from being a Director by law;

(b) is or becomes bankrupt or makes any arrangement or composition with his creditors generally;

(c) is or becomes of unsound mind or an order for his detention is made under the Mental Health Law or any analogous law of a jurisdiction outside the Cayman Islands or dies;

(d) resigns his or her office by notice in writing to the Company.

18. Notice of meetings of the Board

(1) A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board.

(2) Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director verbally in person or by telephone or otherwise communicated or sent to such Director by post, cable, telex, telecopier, facsimile or other mode of representing words in a legible and non-transitory form at such Director's last known address or any other address given by such Director to the Company for this purpose.

19. Quorum at meetings of the Board

The quorum necessary for the transaction of business at a meeting of the Board shall be two Directors, provided that if there is only one Director for the time being in office the quorum shall be one.

20. Meetings of the Board

(1) The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit.

(2) Directors may participate in any meeting of the Board by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

(3) A resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.

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EXHIBIT 3.1

21. Unanimous written resolutions

A resolution in writing signed by all the Directors which may be in counterparts, shall be as valid as if it had been passed at a meeting of the Board duly called and constituted, such resolution to be effective on the date on which the last Director signs the resolution.

22. Contracts and disclosure of Directors' interests

(1) Any Director, or any Director's firm, partner or any company with whom any Director is associated, may act in a professional capacity for the Company and such Director or such Director's firm, partner or such company shall be entitled to remuneration for professional services as if such Director were not a Director, provided that nothing herein contained shall authorise a Director or Director's firm, partner or such company to act as Auditor of the Company.

(2) A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company shall declare the nature of such interest.

(3) Following a declaration being made pursuant to this Article, and unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum at such meeting.

23. Remuneration of Directors

The remuneration, (if any) of the Directors shall subject to any direction that may be given by the Company in general meeting shall be determined by the Directors as they may from time to time determine and shall be deemed to accrue from day to day. The Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from meetings of the Board, any committee appointed by the Board, general meetings of the Company, or in connection with the business of the Company or their duties as Directors generally.

OFFICERS

24. Officers of the Company

The Officers of the Company shall consist of a Chairman and a Secretary and such additional Officers as the Board may from time to time determine all of whom shall be deemed to be Officers for the purposes of these Articles.

25. Appointment of Officers

(1) The Board shall appoint a Chairman who shall be a Director.

(2) The Secretary and additional Officers, if any, shall be appointed by the Board from time to time.

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EXHIBIT 3.1

26. Remuneration of Officers

The Officers shall receive such remuneration as the Board may from time to time determine.

27. Duties of Officers

The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.

28. Chairman of meetings

Unless otherwise agreed by a majority of those attending and entitled to attend and vote thereat, the Chairman, if there be one, shall act as chairman at all meetings of the Members and of the Board at which such person is present. In his absence a chairman shall be appointed or elected by those present at the meeting and entitled to vote.

29. Register of Directors and Officers

(1) The Board shall cause to be kept in one or more books at its registered office a Register of Directors and Officers in accordance with the Law and shall enter therein the following particulars with respect to each Director and Officer:

(a) first name and surname; and

(b) address.

(2) The Board shall, within the period of thirty days from the occurrence of -

(a) any change among its Directors and Officers; or

(b) any change in the particulars contained in the Register of Directors and Officers,

cause to be entered on the Register of Directors and Officers the particulars of such change and the date on which such change occurred, and shall notify the Registrar of Companies of any such change that takes place.

30. Register Of Mortgages And Charges

(1) The Directors shall cause to be kept the register of mortgages and charges required by the Law.

(2) The Register of Mortgages and Charges shall be open to inspection at the office of the Company on every business day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each business day be allowed for inspection.

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EXHIBIT 3.1

MINUTES

31. Obligations of Board to keep minutes

The Board shall cause minutes to be duly entered in books provided for the purpose:-

(a) of all elections and appointments of Officers;

(b) of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and

(c) of all resolutions and proceedings of general meetings of the Members, meetings of the Board, meetings of managers and meetings of committees appointed by the Board.

INDEMNITY

32. Indemnification of Directors and Officers of the Company

The Directors, Officers and Auditors of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and every former director, officer, auditor or trustee and their respective heirs, executors, administrators and personal representatives (each of such persons being referred to in this Article as an "indemnified party") shall be indemnified out of the assets of the Company from and against all actions, proceedings, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duties in their respective offices or trusts, except any which an indemnified party shall incur or sustain by or through his own wilful neglect or default; no indemnified party shall be answerable for the acts, omissions, neglects or defaults of any other Director, officer, Auditor or trustee, or for joining in any receipt for the sake of conformity, or for the solvency or honesty of any banker or other persons with whom any moneys or effects belonging to the Company may be lodged or deposited for safe custody, or for any insufficiency of any security upon which any monies of the Company may be invested, or for any other loss or damage due to any such cause as aforesaid or which may happen in or about the execution of his office or trust unless the same shall happen through the wilful neglect or default of such indemnified party.

33. Waiver of claim by Member

Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of his duties with or for the Company, PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director or Officer.

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EXHIBIT 3.1

MEETINGS

34. Notice of annual general meeting

(1) The Company shall in each year hold a general meeting as its annual general meeting, provided that, if the Company is an exempted company, it may by ordinary resolution determine that no annual general meeting need be held in a particular year or years or indefinitely.

(2) Subject to paragraph (1) the annual general meeting of the Company shall be held in each year other than the year of incorporation at such time and place as the Chairman or any two Directors or any Director and the Secretary or the Board shall appoint. At least five days notice of such meeting shall be given to each Member stating the date, place and time at which the meeting is to be held and if different, the record date for determining members entitled to attend and vote at general meeting, that the election of Directors will take place thereat, and as far as practicable, the other business to be conducted at the meeting.

35. Notice of extraordinary general meeting

(1) General meetings other than annual general meetings shall be called extraordinary general meetings.

(2) The Chairman or any two Directors or any Director and the Secretary or the Board may convene an extraordinary general meeting of the Company whenever in their judgment such a meeting is necessary, upon not less than five days' notice which shall state the date, time, place and the general nature of the business to be considered at the meeting.

36. Accidental omission of notice of general meeting

The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

37. Meeting called on requisition of Members

(1) Notwithstanding anything herein, the Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the [paid-up share capital] of the Company as at the date of the deposit carries the right to vote at general meetings of the Company, forthwith proceed to convene a extraordinary general meeting of the Company to be effective the requisition shall state the objects of the meeting, shall be in writing, signed by the requisitionists, and shall be deposited at the Registered Office. The requisition may consist of several documents in like form each signed by one or more requisitionists.

(2) If the Directors do not within twenty-one days from the date of the requisition duly proceed to call an extraordinary general meeting, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene

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EXHIBIT 3.1

an extraordinary general meeting; but any meeting so called shall not be held more than ninety days after the requisition. An extraordinary general meeting called by requisitionists shall be called in the same manner, as nearly as possible, as that in which general meetings are to be called by the Directors.

38. Short notice

A general meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in these Articles, be deemed to have been properly called if it is so agreed by all the Members entitled to attend and vote thereat in the case of an annual general meeting, or in the case of an extraordinary general meeting, by seventy-five percent of the members entitled to attend and vote thereat.

39. Postponement of meetings

The Board may postpone any general meeting called in accordance with the provisions of these Articles provided that notice of postponement is given to each Member before the time for such meeting. Fresh notice of the date, time and place for the postponed meeting shall be given to each Member in accordance with the provisions of these Articles.

40. Quorum for general meeting

At any general meeting of the Company two persons present in person and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business, PROVIDED that if the Company shall at any time have only one Member, one Member present in person or by proxy shall form a quorum for the transaction of business at any general meeting of the Company held during such time. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Board may determine.

41. Adjournment of meetings

The chairman of a general meeting may, with the consent of the Members at any general meeting at which a quorum is present (and shall if so directed), adjourn the meeting. Unless the meeting is adjourned for more than sixty days fresh notice of the date, time and place for the resumption of the adjourned meeting shall be given to each Member in accordance with the provisions of these Articles.

42. Attendance at meetings

Members may participate in any general meeting by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

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EXHIBIT 3.1

43. Written resolutions

(1) Anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members of the Company, may, without a meeting and without any previous notice being required, be done by resolution in writing signed by, or, in the case of a Member that is a corporation whether or not a company within the meaning of the Law, on behalf of, all the Members who at the date of the resolution would be entitled to attend the meeting and vote on the resolution.

(2) A resolution in writing may be signed by, or, in the case of a Member that is a corporation whether or not a company within the meaning of the Law, on behalf of, all the Members, or any class thereof, in as many counterparts as may be necessary.

(3) For the purposes of this Article, the date of the resolution is the date when the resolution is signed by, or, in the case of a Member that is a corporation whether or not a company within the meaning of the Law, on behalf of, the last Member to sign and any reference in any Article to the date of passing of a resolution is, in relation to a resolution made in accordance with this Article, a reference to such date.

(4) A resolution in writing made in accordance with this Article is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Article to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.

(5) A resolution in writing made in accordance with this Article shall constitute minutes for the purposes of the Law.

44. Attendance of Directors

The Directors of the Company shall be entitled to receive notice of and to attend and be heard at any general meeting.

45. Voting at meetings

(1) Subject to the provisions of the Law and these Articles, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with the provisions of these Articles and in the case of an equality of votes the resolution shall fail.

(2) No Member shall be entitled to vote at any general meeting unless such Member has paid all the calls on all shares held by such Member.

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EXHIBIT 3.1

46. Voting on show of hands

At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to the provisions of these Articles, every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his or her hand.

47. Decision of chairman

At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to the provisions of these Articles, be conclusive evidence of that fact.

48. Demand for a poll

(1) Notwithstanding the provisions of the immediately preceding two Articles, at any general meeting of the Company, in respect of any question proposed for the consideration of the Members (whether before or on the declaration of the result of a show of hands as provided for in these Articles), a poll may be demanded by the Chairman or at least one Member.

(2) Where, in accordance with the provisions of subparagraph (1) of this Article, a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted in the manner set out in sub-paragraph (4) of this Article or in the case of a general meeting at which one or more Members are present by telephone in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands.

(3) A poll demanded in accordance with the provisions of subparagraph
(1) of this Article, for the purpose of electing a chairman or on a question of adjournment, shall be taken forthwith and a poll demanded on any other question shall be taken in such manner and at such time and place as the chairman may direct and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

(4) Where a vote is taken by poll, each person present and entitled to vote shall be furnished with a ballot paper on which such person shall record his or her vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered member in the case of a proxy. At the conclusion of the poll, the ballot papers shall be examined and counted by a committee of not less than two Members or proxy members appointed by the chairman for the purpose and the result of the poll shall be declared by the chairman.

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EXHIBIT 3.1

49. Seniority of joint holders voting

In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

50. Instrument of proxy

The instrument appointing a proxy shall be in writing in the form, or as near thereto as circumstances admit, of Form "A" in the Schedule hereto, under the hand of the appointor or of the appointor's attorney duly authorised in writing, or if the appointor is a corporation, either under its seal, or under the hand of a duly authorised officer or attorney. The decision of the chairman of any general meeting as to the validity of any instrument of proxy shall be final.

51. Representation of corporations at meetings

A corporation which is a Member may, by written instrument, authorise such person as it thinks fit to act as its representative at any meeting of the Members and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Member. Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he or she thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Member.

SHARE CAPITAL AND SHARES

52. Rights of shares

Subject to any resolution of the Members to the contrary and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the share capital of the Company shall be divided into shares of a single class the holders of which shall, subject to the provisions of these Articles:-

(a) be entitled to one vote per share;

(b) be entitled to such dividends as the Board may from time to time declare;

(c) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

(d) generally be entitled to enjoy all of the rights attaching to shares.

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EXHIBIT 3.1

53. Power to issue shares

(1) Subject to these Articles and to any resolution of the Members to the contrary and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have power to issue any unissued shares of the Company on such terms and conditions as it may determine and any shares or class of shares (including the issue or grant of options, warrants and other rights, renounceable or otherwise in respect of shares) may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Board may prescribe, provided that no share shall be issued at a discount except in accordance with the Law.

(2) The Board shall, in connection with the issue of any share, have the power to pay such commission and brokerage as may be permitted by law.

(3) The Company may from time to time do any one or more of the following things:

(a) make arrangements on the issue of shares for a difference between the Members in the amounts and times of payments of calls on their shares;

(b) accept from any Member the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up;

(c) pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others; and

(d) issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding up.

54. Alteration of Capital

(1) Subject to the Law the Company may from time to time by ordinary resolution alter the conditions of its Memorandum of Association to increase its share capital by new shares of such amount as it thinks expedient or, if the Company is exempted and has shares without par value, increase its share capital by such number of shares without nominal or par value, or increase the aggregate consideration for which its shares may be issued, as it thinks expedient.

(2) Subject to the Law, the Company may from time to time by ordinary resolution alter the conditions of its Memorandum of Association to:

(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

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EXHIBIT 3.1

(b) subdivide its shares or any of them into shares of an amount smaller than that fixed by the Memorandum of Association; or

(c) cancel shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled or, in the case of shares without par value, diminish the number of shares into which its capital is divided.

(3) For the avoidance of doubt it is declared that sub-paragraphs 2(a) and 2(b) above do not apply if the shares of the Company have no par value.

(4) Subject to the Law, the Company may from time to time by special resolution reduce its share capital in any way or alter any conditions of its Memorandum of Association relating to share capital.

55. Alteration of registered office, name and objects

Subject to the Law, the Company may by resolution of its Directors change the location of its Registered Office.

Subject to the Law, the Company may from time to time by special resolution change its name or alter its objects or make any other alteration to its Memorandum of Association for which provision has not been made elsewhere in these Articles.

56. Variation of rights, alteration of share capital and purchase of shares of the Company

(1) Any preference shares may be issued or converted into shares that, at a determinable date or at the option of the Company, are liable to be redeemed on such terms and in such manner as the Company before the issue or conversion may by resolution of the Members determine.

(2) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

57. Registered holder of shares

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EXHIBIT 3.1

(1) The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable or other claim to, or interest in, such share on the part of any other person.

(2) No person shall be entitled to recognition by the Company as holding any share upon any trust and the Company shall not be bound by, or be compelled in any way to recognise, (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any other right in respect of any share except an absolute right to the entirety of the share in the holder. If, notwithstanding this Article, notice of any trust is at the holder's request entered in the Register or on a share certificate in respect of a share, then, except as aforesaid:

(a) such notice shall be deemed to be solely for the holder's convenience;

(b) the Company shall not be required in any way to recognise any beneficiary, or the beneficiary, of the trust as having an interest in the share or shares concerned;

(c) the Company shall not be concerned with the trust in any way, as to the identity or powers of the trustees, the validity, purposes or terms of the trust, the question of whether anything done in relation to the shares may amount to a breach of trust or otherwise; and

(d) the holder, shall keep the Company fully indemnified against any liability or expense which may be incurred or suffered as a direct or indirect consequence of the Company entering notice of the trust in the Register or on a share certificate and continuing to recognise the holder as having an absolute right to the entirety of the share or shares concerned.

(3) Any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or draft sent through the post directed to the Member at such Member's address in the Register of Members or, in the case of joint holders, to such address of the holder first named in the Register of Members, or to such person and to such address as the holder or joint holders may in writing direct. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.

58. Death of a joint holder

Where two or more persons are registered as joint holders of a share or shares then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to the said share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

59. Share certificates

(1) Every Member shall be entitled to a certificate under the seal of the Company (or a facsimile thereof) specifying the number and, where appropriate, the class of shares held by

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EXHIBIT 3.1

such Member and whether the same are fully paid up and, if not, how much has been paid thereon. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means.

(2) The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom such shares have been allotted.

(3) If any such certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.

(4) Share certificates may not be issued in bearer form.

60. Calls on shares

(1) The Board may from time to time make such calls as it thinks fit upon the Members in respect of any monies unpaid on the shares allotted to or held by such Members and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

(2) The Board may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.

61. Forfeiture of shares

(1) If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward to such Member a notice in the form, or as near thereto as circumstances admit, of Form "B" in the Schedule hereto.

(2) If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine.

(3) A Member whose share or shares have been forfeited as aforesaid shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture and all interest due thereon.

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EXHIBIT 3.1

REGISTER OF MEMBERS

62. Contents of Register of Members

The Board shall cause to be kept in one or more books a Register of Members which may be kept outside the Cayman Islands at such place as the Directors shall appoint and shall enter therein the following particulars:-

(a) the name and address of each Member, the number and, where appropriate, the class of shares held by such Member and the amount paid or agreed to be considered as paid on such shares;

(b) the date on which each person was entered in the Register of Members; and

(c) the date on which any person ceased to be a Member for one year after such person so ceased.

63. Determination of record dates

Notwithstanding any other provision of these Articles, the Board may fix any date as the record date for:-

(a) determining the Members entitled to receive any dividend; and

(b) determining the Members entitled to receive notice of and to vote at any general meeting of the Company.

but, unless so fixed, the record date shall be as follows:

(a) as regards the entitlement to receive notice of a meeting or notice of any other matter, the date of despatch of the notice;

(b) as regards the entitlement to vote at a meeting, and any adjournment thereof, the date of the original meeting;

(c) as regards the entitlement to a dividend or other distribution, the date of the Directors' resolution declaring the same.

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EXHIBIT 3.1

TRANSFER OF SHARES

64. Instrument of transfer

(1) An instrument of transfer shall be in the form or as near thereto as circumstances admit of Form "C" in the Schedule hereto or in such other common form as the Board may accept. Such instrument of transfer shall be signed by or on behalf of the transferor and transferee provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been transferred to the transferee in the Register of Members.

(2) The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.

65. Restriction on transfer

(1) The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share.

(2) If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

66. Transfers by joint holders

The joint holders of any share or shares may transfer such share or shares to one or more of such joint holders, and the surviving holder or holders of any share or shares previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.

TRANSMISSION OF SHARES

67. Representative of deceased Member

In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member's interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the provisions of Section 52 of the Law, for the purpose of this Article, legal personal representative means the executor or

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EXHIBIT 3.1

administrator of a deceased Member or such other person as the Board may in its absolute discretion decide as being properly authorised to deal with the shares of a deceased Member.

68. Registration on death or bankruptcy

Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in the form, or as near thereto as circumstances admit, of Form "D" in the Schedule hereto. On the presentation thereof to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member but the Board shall, in either case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member's death or bankruptcy, as the case may be.

DIVIDENDS AND OTHER DISTRIBUTIONS

69. Declaration of dividends by the Board

(1) The Board may, subject to these Articles and any direction of the Company in general meeting declare a dividend to be paid to the Members, in proportion to the number of shares held by them and paid up by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets PROVIDED that if the shares have no par value, then the dividends shall be paid equally on a per share basis.

(2) Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed, or not in the same amount. With the sanction of an ordinary resolution dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Law.

(3) No dividend shall bear interest against the Company.

(4) With the sanction of an ordinary resolution of the Company the Directors may determine that a dividend shall be paid wholly or partly by the distribution of specific assets (which may consist of the shares or securities of any other company) and may settle all questions concerning such distribution. Without limiting the foregoing generality the Directors may fix the value of such specific assets, may determine that cash payments shall be made to some members in lieu of specific assets and may vest any such specific assets in trustees on such terms as the Directors think fit.

(5) With the sanction of an ordinary resolution of the Company (or, as regards a dividend payable in respect of a class of shares, an ordinary resolution passed at a class meeting) the Directors may determine that:

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EXHIBIT 3.1

(a) the persons entitled to participate in the dividend shall have a right of election to accept shares of the Company credited as fully paid in satisfaction of all or (if the Directors so specify or permit) part of their dividend entitlement; or

(b) a dividend shall be satisfied in whole or specified part by an issue of shares of the Company credited as fully paid up, subject to a right of election on the part of persons entitled to participate in the dividend to receive their dividend entitlement wholly or (if the Directors so permit) partly in cash;

and in either event the Directors may determine all questions that arise concerning the right of election, notification thereof to members, the basis and terms of issue of shares of the Company and otherwise.

70. Other distributions

The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company.

71. Reserve fund

The Board may from time to time before declaring a dividend set aside, out of the surplus or profits of the Company, such sum as it thinks proper as a reserve fund to be used to meet contingencies or for equalising dividends or for any other special purpose. Pending application, such sums may be employed in the business of the Company or invested, and need not be kept separate from other assets of the Company. The Directors may also, without placing the same to reserve, carry forward any profit which they decide not to distribute.

72. Deduction of Amounts due to the Company

The Board may deduct from the dividends or distributions payable to any Member all monies due from such Member to the Company on account of calls or otherwise.

CAPITALISATION

73. Issue of bonus shares

(1) The Board may resolve to capitalise any part of the amount for the time being standing to the credit of any of the Company';s share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Members.

(2) The Board may resolve to capitalise any sum standing to the credit of a reserve account or sums otherwise available for dividend or distribution by applying such amounts in paying up in full partly paid shares of those Members who would have been entitled to such sums if they were distributed by way of dividend or distribution.

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EXHIBIT 3.1

SHARE PREMIUM ACCOUNT

Subject to any direction from the Company in general meeting, the Directors may on behalf of the Company exercise all the powers and options conferred on the Company by the Law in regard to the Company's share premium account, save that unless expressly authorised by other provisions of these Articles the sanction of an ordinary resolution shall be required for any application of the share premium account in paying dividends to members.

ACCOUNTS AND FINANCIAL STATEMENTS

74. Records of account

(1) The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:-

(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;

(b) all sales and purchases of goods by the Company; and

(c) the assets and liabilities of the Company.

Such records of account shall be kept and proper books of account shall not be deemed to be kept with respect to the matters aforesaid if these are not kept such books as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions at such place as the Board thinks fit.

(2) No member (not being a Director) shall have any right of inspecting any account or book or document of the Company.

(3) Subject to any waiver by the Company in general meeting of the requirements of this Article, the Directors shall lay before the Company in general meeting, or circulate to members, financial statements in respect of each financial year of the Company, consisting of:

(a) a profit and loss account giving a true and fair view of the profit or loss of the Company for the financial year; and

(b) a balance sheet giving a true and fair view of the state of affairs of the Company at the end of the financial year;

together with a report of the Board reviewing the business of the Company during the financial year. The financial statements and the Directors' report, together with the auditor's report, if any, shall be laid before the Company in general meeting, or circulated to members, no later than one hundred and eighty days after the end of the financial year.

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EXHIBIT 3.1

(4) The financial year end of the Company shall be the 31st December in each year but, subject to any direction of the Company in general meeting, the Board may from time to time prescribe some other period to be the financial year, provided that the Board may not without the sanction of an ordinary resolution prescribe or allow any financial year longer than eighteen months.

AUDIT

75. Appointment of Auditor

(1) The Company may in general meeting appoint Auditors to hold office until the conclusion of the next annual general meeting or at a subsequent extraordinary general meeting in each year, an independent representative of the Members shall be appointed by them as Auditor of the accounts of the Company. Such Auditor may be a Member but no Director, Officer or employee of the Company shall, during his or her continuance in office, be eligible to act as an Auditor of the Company.

(2) Whenever there are no Auditors appointed as aforesaid the Directors may appoint Auditors to hold office until the conclusion of the next annual general meeting or earlier removal from office by the Company in general meeting. Unless fixed by the Company in general meeting the remuneration of the Auditors shall be as determined by the Directors. Nothing in this Article shall be construed as making it obligatory to appoint Auditors.

(3) The Auditors shall make a report to the members on the accounts examined by them and on every set of financial statements laid before the Company in general meeting, or circulated to members, pursuant to this Article during the Auditors' tenure of office.

(4) The Auditors shall have right of access at all times to the Company's books, accounts and vouchers and shall be entitled to require from the Company's Directors and Officers such information and explanations as the Auditors think necessary for the performance of the Auditors' duties; and, if the Auditors fail to obtain all the information and explanations which, to the best of their knowledge and belief, are necessary for the purposes of their audit, they shall state that fact in their report to the members.

(5) The Auditors shall be entitled to attend any general meeting at which any financial statements which have been examined or reported on by them are to be laid before the Company and to make any statement or explanation they may desire with respect to the financial statements.

(6) The financial statements provided for by these Articles shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Members in general meeting.

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EXHIBIT 3.1

NOTICES

76. Notices to Members of the Company

A notice may be given by the Company to any Member either by delivering it to such Member in person or by sending it to such Member's address in the Register of Members or to such other address given for the purpose. For the purposes of this Article, a notice may be sent by mail, courier service, cable, telex, telecopier, facsimile or other mode of representing words in a legible and non-transitory form.

77. Notices to joint Members

Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares.

78. Service and delivery of notice

Any notice shall be deemed to have been served at the time when the same would be delivered in the ordinary course of transmission and, in proving such service, it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted, and the time when it was posted, delivered to the courier or to the cable company or transmitted by telex, facsimile or other method as the case may be.

SEAL OF THE COMPANY

79. The seal

(1) The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf; and, until otherwise determined by the Directors, the Seal shall be affixed in the presence of a Director or the Secretary or an assistant secretary or some other person authorised for this purpose by the Directors or the committee of Directors.

(2) Notwithstanding the foregoing the Seal may without further authority be affixed by way of authentication to any document required to be filed with the Registrar of Companies in the Cayman Islands, and may be so affixed by any Director, Secretary or assistant secretary of the Company or any other person or institution having authority to file the document as aforesaid.

(3) The Company may have one or more duplicate Seals, as permitted by the Law; and, if the Directors think fit, a duplicate Seal may bear on its face the name of the country, territory, district or place where it is to be used.

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EXHIBIT 3.1

WINDING-UP

80. Winding-up/distribution by liquidator

(1) The Company may be voluntarily wound-up by a special resolution of Members.

(2) If the Company shall be wound up the liquidator may, with the sanction of a special resolution, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he or she deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.

ALTERATION OF ARTICLES

81. Alteration of Articles

Subject to the Law, the Company may from time to time by special resolution alter or amend these Articles in whole or in part.

- 28 -

EXHIBIT 3.1

SCHEDULE - FORM A


P R O X Y

I

of
the holder of                    share in the above-named Company hereby appoint
.................................................... or failing him/her
................................................. or failing him/her
................................................. as my proxy to vote on my

behalf at the general meeting of the Company to be held on the day of , 20 , and at any adjournment thereof.

Dated this day of , 20

*GIVEN under the seal of the company

*Signed by the above-named

........................................

........................................ Witness

*Delete as applicable.

- 29 -

EXHIBIT 3.1

SCHEDULE - FORM B

NOTICE OF LIABILITY TO FORFEITURE FOR NON PAYMENT OF CALL

You have failed to pay the call of [amount of call] made on the ...... day of ........, 20... last, in respect of the [number] share(s) [numbers in figures] standing in your name in the Register of Members of the Company, on the ...... day of ........., 20... last, the day appointed for payment of such call. You are hereby notified that unless you pay such call together with interest thereon at the rate of .......... per annum computed from the said ....... day of ........., 20... last, on or before the ....... day of ........., 20... next at the place of business of the said Company the share(s) will be liable to be forfeited.

Dated this ....... day of .............., 20...

[Signature of Secretary]
By order of the Board

- 30 -

                                                                     EXHIBIT 3.1

                                SCHEDULE - FORM C

                          TRANSFER OF A SHARE OR SHARES

FOR VALUE RECEIVED .................................................... [amount]

................................................................... [transferor]

hereby sell assign and transfer unto .............................. [transferee]

of ................................................................... [address]

............................................................. [number of shares]

shares of .................................................... [name of Company]


Dated .................................


                                        ........................................
                                        (Transferor)

In the presence of:


.......................................
               (Witness)


                                        ........................................
                                        (Transferee)

In the presence of:


........................................
               (Witness)

- 31 -

EXHIBIT 3.1

SCHEDULE - FORM D

TRANSFER BY A PERSON BECOMING ENTITLED ON DEATH/BANKRUPTCY
OF A MEMBER

I/We having become entitled in consequence of the [death/bankruptcy] of [name of the deceased Member] to [number] share(s) numbered [number in figures] standing in the register of members of [Company] in the name of the said [name of deceased Member] instead of being registered myself/ourselves elect to have
[name of transferee] (the "Transferee") registered as a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee his or her executors administrators and assigns subject to the conditions on which the same were held at the time of the execution thereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions.

WITNESS our hands this ........ day of ..........., 20...


Signed by the above-named          )
[person or persons entitled]       )
in the presence of:                )


Signed by the above-named          )
[transferee]                       )
in the presence of:                )

- 32 -

EXHIBIT 3.2

THE COMPANIES LAW (2004 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

Adopted by Special Resolution

passed on __________, 2005 and effective on __________, 2005

1. The name of the Company is CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED.

2. The Registered Office of the Company shall be at the offices of Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies, or at such other place as the Directors may from time to time decide.

3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law (2004 Revision) or as the same may be revised from time to time, or any other law of the Cayman Islands.

4. The liability of each Member is limited to the amount from time to time unpaid on such Member's shares.

5. The authorized share capital of the Company is US$[___________] divided into
[______________] ordinary shares of a nominal or par value of US$0.01 each. The Company has the power to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (2004 Revision) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained.

6. The Company has the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

7. Capitalized terms that are not defined in this Amended and Restated Memorandum of Association bear the same meaning as those given in the Amended and Restated Articles of Association of the Company adopted by Special Resolution passed on [__________], 2005 and effective on [___________], 2005.


THE COMPANIES LAW (2004 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

Adopted by Special Resolution

passed on __________, 2005 and effective on __________, 2005

INTERPRETATION

1. In these Articles, unless otherwise defined, the defined terms shall have the meanings assigned to them as follows:

"ARTICLES"

the Amended and Restated Articles of Association adopted by Special Resolution on ___________, 2005 and effective on __________, 2005, as from time to time altered or added to in accordance with the Statutes and these Articles;

"BOARD"

the board of Directors for the time being of the Company;

"BUSINESS DAY"

a day, excluding Saturdays or Sundays, on which banks in Hong Kong, Shanghai and New York are open for general banking business throughout their normal business hours;

"COMMISSION"

Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

"COMPANIES LAW"

the Companies Law (2004 Revision) of the Cayman Islands and any statutory amendment or re-enactment thereof. Where any provision of the Companies Law is referred to, the reference is to that provision as amended by any law for the time being in force;

"COMPANY"


China Techfaith Wireless Communication Technology Limited, a Cayman Islands company limited by shares;

"COMPANY'S WEBSITE"

the website of the Company, the address or domain name of which has been notified to Members;

"DIRECTORS" and "BOARD OF DIRECTORS" and "BOARD"

the directors of the Company for the time being, or as the case may be, the Directors assembled as a Board or as a committee thereof;

"ELECTRONIC"

the meaning given to it in the Electronic Transactions Law 2000 of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefore;

"ELECTRONIC COMMUNICATION"

electronic posting to the Company's Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;

"IN WRITING"

includes writing, printing, lithograph, photograph, type-writing and every other mode of representing words or figures in a legible and non-transitory form and, only where used in connection with a notice served by the Company on Members or other persons entitled to receive notices hereunder, shall also include a record maintained in an electronic medium which is accessible in visible form so as to be useable for subsequent reference;

"MEMBER"

a person whose name is entered in the Register of Members as the holder of a share or shares;

"MEMORANDUM OF ASSOCIATION"

the Memorandum of Association of the Company, as amended and re-stated from time to time;

"MONTH"

calendar month;

"ORDINARY RESOLUTION"

a resolution:

2

(a) passed by a simple majority of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Member being an organization, by its duly authorized representative or, where proxies are allowed, by proxy at a general meeting of the Company; or

(b) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments if more than one, is executed;

"ORDINARY SHARES"

ordinary shares of par value of US$0.01 each in the capital of the Company;

"PAID UP"

paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up;

"REGISTER OF MEMBERS"

the register to be kept by the Company in accordance with Section 40 of the Companies Law;

"SEAL"

the Common Seal of the Company including any facsimile thereof;

"SECURITIES ACT"

the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

"SHARE"

any share in the capital of the Company, including the Ordinary Shares and shares of other classes;

"SHAREHOLDERS"

any or all of those persons at any time holding any shares;

"SIGNED"

includes a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication;

"SPECIAL RESOLUTION"

3

a resolution passed in accordance with Section 60 of the Companies Law and includes an unanimous written resolution expressly passed as a special resolution;

"STATUTES"

the Companies Law and every other laws and regulations of the Cayman Islands for the time being in force concerning companies and affecting the Company;

"YEAR"

calendar year.

2. In these Articles, save where the context requires otherwise:

(a) words importing the singular number shall include the plural number and vice versa;

(b) words importing the masculine gender only shall include the feminine gender;

(c) words importing persons only shall include companies or associations or bodies of persons, whether corporate or not;

(d) "MAY" shall be construed as permissive and "SHALL" shall be construed as imperative;

(e) a reference to a dollar or dollars (or $) is a reference to dollars of the United States;

(f) references to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force; and

(g) any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

3. Subject to the last two preceding Articles, any words defined in the Companies Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

4. The business of the Company may be commenced as soon after incorporation as the Directors see fit, notwithstanding that only part of the shares may have been allotted or issued.

5. The registered office of the Company shall be at such address in the Cayman Islands as the Directors shall from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.

4

SHARE CAPITAL

6. The authorized share capital of the Company at the date of adoption of these Articles is US$[___________] divided into [___________] shares of a nominal or par value of US$0.01 each with power for the Company insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law and these Articles and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained.

ISSUE OF SHARES

7. Subject to the provisions, if any, in that behalf in the Memorandum of Association and to any direction that may be given by the Company in a general meeting, the Directors may allot, issue, grant options over or otherwise dispose of shares of the Company (including fractions of a share) with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper. The Company shall not issue shares in bearer form.

REGISTER OF MEMBERS AND SHARE CERTIFICATES

8. The Company shall maintain a Register of its Members and every person whose name is entered as a member in the Register of Members shall, without payment, be entitled to a certificate within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) in the form determined by the Directors. All certificates shall specify the share or shares held by that person and the amount paid up thereon, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all. All certificates for shares shall be delivered personally or sent through the post addressed to the member entitled thereto at the Member's registered address as appearing in the register.

9. Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.

10. Any two or more certificates representing shares of any one class held by any Member may at the Member's request be cancelled and a single new certificate for such shares issued in lieu on payment (if the Directors shall so require) of US$1.00 or such smaller sum as the Directors shall determine.

11. If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the relevant member upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.

5

12. In the event that shares are held jointly by several persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders.

TRANSFER OF SHARES

13. The instrument of transfer of any share shall be in writing and executed by or on behalf of the transferor and shall be accompanied by the certificate of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the Register of Members in respect thereof.

14. All instruments of transfer that shall be registered shall be retained by the Company.

REDEMPTION AND PURCHASE OF OWN SHARES

15. Subject to the provisions of the Statutes and these Articles, the Company may:

(a) issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as the Directors may, before the issue of such shares, determine;

(b) purchase its own shares (including any redeemable shares) on such terms and in such manner as the Directors may determine and agree with the Member; and

(c) make a payment in respect of the redemption or purchase of its own shares otherwise than out of profits or the proceeds of a fresh issue of shares.

16. Any share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption.

17. The redemption or purchase of any share shall not be deemed to give rise to the redemption or purchase of any other share.

18. The Directors may when making payments in respect of redemption or purchase of shares, if authorized by the terms of issue of the shares being redeemed or purchased or with the agreement of the holder of such shares, make such payment in any form of consideration.

VARIATION OF RIGHTS ATTACHING TO SHARES

19. If at any time the share capital is divided into different classes of shares, the rights attaching to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to these Articles, be varied or abrogated with the consent in writing of the holders of a majority of the issued shares of that class, or with the sanction of a resolution passed by at least a majority of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of the shares of the class.

6

20. The provisions of these Articles relating to general meetings shall apply to every such general meeting of the holders of one class of shares except that the necessary quorum shall be one person holding or representing by proxy at least one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll.

21. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

COMMISSION ON SALE OF SHARES

22. The Company may in so far as the Statutes from time to time permit pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares of the Company. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.

NON-RECOGNITION OF TRUSTS

23. No person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future, or partial interest in any share, or any interest in any fractional part of a share, or (except only as is otherwise provided by these Articles or the Statutes) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

LIEN ON SHARES

24. The Company shall have a first and paramount lien and charge on all shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such share shall operate as a waiver of the Company's lien (if any) thereon. The Company's lien (if any) on a share shall extend to all dividends or other monies payable in respect thereof.

25. The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of 14 days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the persons entitled thereto by reason of his death or bankruptcy.

26. For giving effect to any such sale the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the

7

holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

27. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the date of the sale.

CALLS ON SHARES

28. The Directors may from time to time make calls upon the Members in respect of any money unpaid on their shares, and each member shall (subject to receiving at least 14 days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on his shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

29. The joint holders of a share shall be jointly and severally liable to pay calls in respect thereof.

30. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.

31. The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the amount of the share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.

32. The Directors may make arrangements on the issue of shares for a difference between the Members, or the particular shares, in the amount of calls to be paid and in the times of payment.

33. The Directors may, if they think fit, receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent. per annum) as may be agreed upon between the Member paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle the member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.

FORFEITURE OF SHARES

8

34. If a Member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of such much of the call or instalment as is unpaid, together with any interest which may have accrued.

35. The notice shall name a further day (not earlier than the expiration of 14 days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

36. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.

37. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

38. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the shares, but his liability shall cease if and when the Company receives payment in full of the fully paid up amount of the shares.

39. A statutory declaration in writing that the declarant is a Director of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share or any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

40. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a share becomes due and payable, whether on account of the amount of the share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

REGISTRATION OF EMPOWERING INSTRUMENTS

41. The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument.

TRANSMISSION OF SHARES

9

42. The legal personal representative of a deceased sole holder of a share shall be the only person recognised by the Company as having any title to the share. In the case of a share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only person recognised by the Company as having any title to the share.

43. Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall upon such evidence being produced as may from time to time be properly required by the Directors, have the right either to be registered as a member in respect of the share or, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made. If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

44. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.

ALTERATION OF CAPITAL

45. Subject to these Articles, the Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe.

46. Subject to these Articles, the Company may by Ordinary Resolution:

(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(b) sub-divide its existing shares, or any of them into shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived;

(c) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

47. The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorized by law.

48. All new shares created hereunder shall be subject to the same provisions with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.

10

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

49. For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Member for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period but not to exceed in any case 40 days. If the Register of Members shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members such register shall be so closed for at least 10 days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register of Members.

50. In lieu of or apart from closing the Register of Members, the Directors may fix in advance a date as the record date for any such determination of those Members that are entitled to receive notice of, attend or vote at a meeting of the Members and for the purpose of determining those Members that are entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend fix a subsequent date as the record date of such determination.

51. If the Register of Members is not so closed and no record date is fixed for the determination of those Members entitled to receive notice of, attend or vote at a meeting of Members or those Members that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of those Members that are entitled to receive notice of, attend or vote at a meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof.

GENERAL MEETINGS

52. All general meetings other than annual general meetings shall be called extraordinary general meetings.

53. (a) The Company shall, if required by the Companies Law, in each year hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as may be determined by the Directors.

(b) At these meetings the report of the Directors (if any) shall be presented.

(c) The Company may hold an annual general meeting but shall not (unless required by the Companies Law) be obliged to hold an annual general meeting.

54. (a) The Directors may call general meetings, and they shall on a Members requisition forthwith proceed to convene an extraordinary general meeting of the Company.

(b) A Members requisition is a requisition of Members of the Company holding at the date of deposit of the requisition not less than 33% of the share capital of

11

the Company as at that date carries the right of voting at general meetings of the Company.

(c) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.

(d) If the Directors do not within twenty one days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the second said twenty one days.

(e) A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

NOTICE OF GENERAL MEETINGS

55. At least seven business days' notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

(a) in the case of an annual general meeting by all the Members (or their proxies) entitled to attend and vote thereat; and

(b) in the case of an extraordinary general meeting by a majority in number of the Members (or their proxies) having a right to attend and vote at the meeting, being a majority together holding not less than ninety five per cent in par value of the shares giving that right.

56. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Member shall not invalidate the proceedings at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

57. No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. The holders of Ordinary Shares being not less than an aggregate of one-third of all Ordinary Shares in issue present in person or by proxy and entitled to vote shall be a quorum for all purposes. A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.

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58. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Member or Members present and entitled to vote shall be a quorum.

59. The Chairman of the Board of Directors shall preside as chairman at every general meeting of the Company.

60. If at any meeting the Chairman of the Board of Directors is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the Members present shall choose a chairman of the meeting.

61. The Chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 10 days or more, not less than seven business days' notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

62. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by one or more Members present in person or by proxy entitled to vote and who together hold not less than 10 per cent of the paid up voting share capital of the Company, and unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

63. If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn.

64. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall not be entitled to a second or casting vote.

65. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.

VOTES OF MEMBERS

66. Subject to any rights and restrictions for the time being attached to any class or classes of shares, every Member present in person and every person representing a

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Member by proxy at a general meeting of the Company shall have one vote for each share registered in his name in the Register of Members.

67. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

68. A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, or other person in the nature of a committee appointed by that court, and any such committee or other person, may on a poll, vote by proxy.

69. No Member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

70. On a poll, votes may be given either personally or by proxy.

71. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorized. A proxy need not be a Member of the Company.

72. An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.

73. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

74. A resolution in writing signed by all the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETING

75. Any corporation which is a Member or a Director may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members or of the Board of Directors or of a committee of Directors, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member or Director.

CLEARING HOUSES

76. If a clearing house (or its nominee) is a member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such person or persons as it thinks fit to act as its representative or representatives at any general meeting of the Company or at any general meeting of any class of members of the Company provided that, if more than one person is so authorized, the authorisation shall specify the number and class of shares in respect of which each such person is so authorized. A person so authorized pursuant to this provision shall be entitled to

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exercise the same powers on behalf of the clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual member of the Company holding the number and class of shares specified in such authorisation.

DIRECTORS

77. (A) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be more than [seven] Directors, the exact number of Directors to be determined from time to time solely by resolution of Members at general meeting. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and thereafter by the Members at general meeting.

(B) Each Director shall hold office until the expiration of his term and until his successor shall have been elected and qualified.

(C) The Board of Directors shall have a Chairman of the Board of Directors (the "Chairman") elected and appointed by a majority of the Directors then in office. The Directors may also elect a Vice-Chairman of the Board of Directors (the "Vice-Chairman"). The Chairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a meeting of the Board of Directors, the Vice-Chairman, or in his absence, the attending Directors may choose one Director to be the chairman of the meeting. The Chairman's voting right as to the matters to be decided by the Board of Directors shall be the same as other Directors.

(D) Subject to these Articles and the Companies Law, the Company may by Ordinary Resolution elect any person to be a Director either to fill a casual vacancy on the Board or as an addition to the existing Board.

(E) The Directors by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting shall have the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the Board or as an addition to the existing Board.

78. Subject to Article 77, a Director may be removed from office by Ordinary Resolution at any time before the expiration of his term notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement).

79. A vacancy on the Board created by the removal of a Director under the provisions of Article 78 above may be filled by the election or appointment by Ordinary Resolution at the meeting at which such Director is removed or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting.

80. The Board may, from time to time, and except as required by applicable law or the listing rules of the recognized stock exchange or automated quotation system where the Company's securities are traded, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives, which shall be intended to set forth the

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policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.

81. A Director shall not be required to hold any shares in the Company by way of qualification. A Director who is not a member of the Company shall nevertheless be entitled to receive notice of and to attend and speak at general meetings of the Company and all classes of shares of the Company.

DIRECTORS' FEES AND EXPENSES

82. The Directors may receive such remuneration as the Board may from time to time determine. The Directors may be entitled to be repaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.

83. Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

ALTERNATE DIRECTOR

84. Any Director may in writing appoint another person to be his alternate to act in his place at any meeting of the Directors at which he is unable to be present. Every such alternate shall be entitled to notice of meetings of the Directors and to attend and vote thereat as a Director when the person appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall not be an officer of the Company and shall be deemed to be the agent of the Director appointing him.

85. Any Director may appoint any person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.

POWERS AND DUTIES OF DIRECTORS

86. Subject to the provisions of the Companies Law, these Articles and to any resolutions made in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the

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Company and may exercise all powers of the Company. No resolution made by the Company in a general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been made.

87. Subject to these Articles, the Directors may from time to time appoint any person, whether or not a director of the Company to hold such office in the Company as the Directors may think necessary for the administration of the Company, including without prejudice to the foregoing generality, the office of the Chief Executive Officer, one or more Vice Presidents, Chief Financial Officer, Manager or Controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. The Directors may also appoint one or more of their number to the office of Managing Director upon like terms, but any such appointment shall ipso facto determine if any Managing Director ceases from any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.

88. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

89. The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.

90. The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the following paragraphs shall be without prejudice to the general powers conferred by this paragraph.

91. The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any of the aforesaid.

92. The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any

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such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

93. Any such delegates as aforesaid may be authorized by the Directors to subdelegate all or any of the powers, authorities, and discretions for the time being vested to them.

94. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

DISQUALIFICATION OF DIRECTORS

95. Subject to Article 77, the office of Director shall be vacated, if the Director:

(a) becomes bankrupt or makes any arrangement or composition with his creditors;

(b) is found to be or becomes of unsound mind;

(c) resigns his office by notice in writing to the Company;

(d) without special leave of absence from the Board, is absent from meetings of the Board for six consecutive months and the Board resolves that his office be vacated; or

(e) if he or she shall be removed from office pursuant to these Articles or the Statutes.

PROCEEDINGS OF DIRECTORS

96. Subject to Article 77, the Directors may meet together (whether within or outside the Cayman Islands) for the dispatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting of the Directors shall be decided by a majority of votes. In case of an equality of votes the chairman shall not have a second or casting vote. A Director may at any time summon a meeting of the Directors by at least two days' notice in writing to every other Director and alternate Director.

97. A Director or Directors may participate in any meeting of the Board of Directors, or of any committee appointed by the Board of Directors of which such Director or Directors are members, by means of telephone or similar communication equipment by way of which all persons participating in such meeting can hear each other and such participation shall be deemed to constitute presence in person at the meeting.

98. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be three, provided that a Director and his appointed alternate Director shall be considered only one person for this purpose. A meeting of the Directors at which a quorum is present when the meeting proceeds to business shall be competent to exercise all powers and discretions for the time being exercisable by the Directors. A meeting of the Directors may be held by means of telephone or teleconferencing or any other telecommunications facility provided

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that all participants are thereby able to communicate immediately by voice with all other participants.

99. Subject to Article 77, a Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration.

100. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.

101. Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

102. The Directors shall cause minutes to be made in books or loose-leaf folders provided for the purpose of recording:

(a) all appointments of officers made by the Directors;

(b) the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

(c) all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

103. When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.

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104. A resolution signed by all the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. When signed a resolution may consist of several documents each signed by one or more of the Directors.

105. The continuing Directors may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.

106. The Directors shall elect a chairman of their meetings and determine the period for which he is to hold office but if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

107. A committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

108. A committee appointed by the Directors may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.

109. All acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

PRESUMPTION OF ASSENT

110. A Director of the Company who is present at a meeting of the Board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the Minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the Chairman or Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

DIVIDENDS, DISTRIBUTIONS AND RESERVE

111. Subject to any rights and restrictions for the time being attached to any class or classes of shares and these Articles, the Directors may from time to time declare dividends (including interim dividends) and other distributions on shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.

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112. Subject to any rights and restrictions for the time being attached to any class or classes of shares and these Articles, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.

113. The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds be properly applied and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Directors may from time to time think fit.

114. Any dividend may be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto, or in the case of joint holders, to any one of such joint holders at his registered address or to such person and such address as the Member or person entitled, or such joint holders as the case may be, may direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to the order of such other person as the Member or person entitled, or such joint holders as the case may be, may direct.

115. The Directors when paying dividends to the Members in accordance with the foregoing provisions may make such payment either in cash or in specie.

116. No dividend shall be paid otherwise than out of profits or, subject to the restrictions of the Companies Law, the share premium account.

117. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as fully paid on the shares, but if and so long as nothing is paid up on any of the shares in the Company dividends may be declared and paid according to the amounts of the shares. No amount paid on a share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the share.

118. If several persons are registered as joint holders of any share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share.

119. No dividend shall bear interest against the Company.

BOOK OF ACCOUNTS

120. The books of account relating to the Company's affairs shall be kept in such manner as may be determined from time to time by the Directors.

121. The books of account shall be kept at the registered office of the Company, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

122. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not

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being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorized by the Directors or by the Company by Ordinary Resolution.

123. The accounts relating to the Company's affairs shall be audited in such manner and with such financial year end as may be determined from time to time by the Company by Ordinary Resolution or failing any such determination by the Directors or failing any determination as aforesaid shall not be audited.

ANNUAL RETURNS AND FILINGS

124. The Board shall make the requisite annual returns and any other requisite filings in accordance with the Companies Law.

AUDIT

125. The Directors may appoint an Auditor of the Company who shall hold office until removed from office by a resolution of the Directors and may fix his or their remuneration.

126. Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.

127. Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next special meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any time during their term of office, upon request of the Directors or any general meeting of the Members.

THE SEAL

128. The Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of any one or more persons as the Directors may appoint for the purpose and every person as aforesaid shall sign every instrument to which the Seal of the Company is so affixed in their presence.

129. The Company may maintain a facsimile of its Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such person or persons as the Directors shall for this purpose appoint and such person or persons as aforesaid shall sign every instrument to which the facsimile Seal of the Company is so affixed

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in their presence of and the instrument signed by a Director or the Secretary (or an Assistant Secretary) of the Company or in the presence of any one or more persons as the Directors may appoint for the purpose.

130. Notwithstanding the foregoing, a Director shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.

OFFICERS

131. Subject to Article 87, the Company may have a Chief Executive Officer, Chief Technology Officer, Chief Operating Officer and Chief Financial Officer, one or more Vice Presidents appointed by the Directors. The Directors may also from time to time appoint such other officers as they consider necessary, all for such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors from time to time subscribe.

CAPITALISATION OF PROFITS

132. Subject to the Statutes and these Articles, the Board may, with the authority of an Ordinary Resolution:

(a) resolve to capitalise an amount standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution;

(b) appropriate the sum resolved to be capitalised to the Members in proportion to the nominal amount of shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:

(i) paying up the amounts (if any) for the time being unpaid on shares held by them respectively; or

(ii) paying up in full unissued shares or debentures of a nominal amount equal to that sum,

and allot the shares or debentures, credited as fully paid, to the Members (or as they may direct) in those proportions, or partly in one way and partly in the other, but the share premium account, the capital redemption reserved and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued shares to be allotted to Members credited as fully paid;

(c) make any arrangements it thinks fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where shares or debentures become distributable in fractions the Board may deal with the fractions as it thinks fit;

(d) authorise a person to enter (on behalf of all the Members concerned) an agreement with the Company providing for either:

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(i) the allotment to the Members respectively, credited as fully paid, of shares or debentures to which they may be entitled on the capitalisation, or

(ii) the payment by the Company on behalf of the Members (by the application of their respective operations of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing shares,

an agreement made under the authority being effective and binding on all those Members; and

(e) generally do all acts and things required to give effect to the resolution.

NOTICES

133. Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the person entitled to give notice to any Member either personally, by facsimile or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to the Member at his address as appearing in the Register of Members or, to the extent permitted by all applicable laws and regulations, by electronic means by transmitting it to any electronic number or address or website supplied by the member to the Company or by placing it on the Company's Website provided that the Company has obtained the Member's prior express positive confirmation in writing to receive or otherwise have made available to him notices. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

134. Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail.

135. Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

136. Any notice or other document, if served by (a) post, shall be deemed to have been served five days after the time when the letter containing the same is posted and if served by courier, shall be deemed to have been served five days after the time when the letter containing the same is delivered to the courier (in proving such service it shall be sufficient to prove that the letter containing the notice or document was properly addressed and duly posted or delivered to the courier), or (b) facsimile, shall be deemed to have been served upon confirmation of receipt, or (c) recognised delivery service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service and in proving such service it shall be sufficient to provide that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier or (d) electronic means as provided herein shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by any applicable laws or regulations.

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137. Any notice or document delivered or sent to any Member in accordance with the terms of these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register of Members as the holder of the share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

138. Notice of every general meeting shall be given to:

(a) all Members who have supplied to the Company an address for the giving of notices to them; and

(b) every person entitled to a share in consequence of the death or bankruptcy of a Member, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other person shall be entitled to receive notices of general meetings.

INFORMATION

139. No Member shall be entitled to require discovery of any information in respect of any detail of the Company's trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the members of the Company to communicate to the public.

140. The Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its members including, without limitation, information contained in the Register of Members and transfer books of the Company.

INDEMNITY

141. Every Director (including for the purposes of this Article any Alternate Director appointed pursuant to the provisions of these Articles) and officer of the Company for the time being and from time to time shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him in connection with the execution or discharge of his duties, powers, authorities or discretions as a Director or officer of the Company, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.

142. No such Director or officer of the Company shall be liable to the Company for any loss or damage unless such liability arises through the willful neglect or default of such Director or officer.

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143. Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director or officer on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his duties with or for the Company; PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director.

FINANCIAL YEAR

144. Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st in each year and shall begin on January 1st in each year.

NON-RECOGNITION OF TRUSTS

145. No person shall be recognised by the Company as holding any share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent or future interest in any of its shares or any other rights in respect thereof except an absolute right to the entirety thereof in each Member registered in the Register of Members.

WINDING UP

146. Subject to these Articles, if the Company shall be wound up the liquidator may, with the sanction of an Ordinary Resolution of the Company divide amongst the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction shall think fit, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability.

AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND NAME OF COMPANY

147. Subject to the Companies Law and these Articles, the Company may at any time and from time to time by Special Resolution alter or amend these Articles or the Memorandum of Association of the Company, in whole or in part, or change the name of the Company.

REGISTRATION BY WAY OF CONTINUATION

148. Subject to these Articles, the Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they

26

consider appropriate to be taken to effect the transfer by way of continuation of the Company.

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EXHIBIT 4.3


CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

AND

THE BANK OF NEW YORK

AS DEPOSITARY

AND

OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS

DEPOSIT AGREEMENT

DATED AS OF ________, 2005



TABLE OF CONTENTS

ARTICLE 1.                 DEFINITIONS............................................................................1
         SECTION 1.1                American Depositary Shares....................................................1
         SECTION 1.2                Article; Section..............................................................2
         SECTION 1.3                Beneficial Owner..............................................................2
         SECTION 1.4                Commission....................................................................2
         SECTION 1.5                Company.......................................................................2
         SECTION 1.6                Custodian.....................................................................2
         SECTION 1.7                Delivery; Surrender...........................................................2
         SECTION 1.8                Deposit Agreement.............................................................3
         SECTION 1.9                Depositary; Corporate Trust Office............................................3
         SECTION 1.10               Deposited Securities..........................................................3
         SECTION 1.11               Dollars.......................................................................3
         SECTION 1.12               Foreign Registrar.............................................................3
         SECTION 1.13               Owner.........................................................................3
         SECTION 1.14               Receipts......................................................................3
         SECTION 1.15               Registrar.....................................................................3
         SECTION 1.16               Restricted Securities.........................................................3
         SECTION 1.17               Securities Act................................................................4
         SECTION 1.18               Shares........................................................................4


ARTICLE 2.                 FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER
                           OF RECEIPTS............................................................................4
         SECTION 2.1                Form and Transferability of Receipts..........................................4
         SECTION 2.2                Deposit of Shares.............................................................5
         SECTION 2.3                Execution and Delivery of Receipts............................................6
         SECTION 2.4                Transfer of Receipts; Combination and Split-up of Receipts....................6
         SECTION 2.5                Surrender of Receipts and Withdrawal of Shares................................7
         SECTION 2.6                Limitations on Execution and Delivery, Transfer and Surrender of Receipts.....8
         SECTION 2.7                Lost Receipts, etc............................................................9
         SECTION 2.8                Cancellation and Destruction of Surrendered Receipts..........................9
         SECTION 2.9                Pre-Release of Receipts.......................................................9


ARTICLE 3.                 CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL OWNERS OF RECEIPTS.......................10
         SECTION 3.1                Filing Proofs, Certificates and Other Information............................10

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         SECTION 3.2                Liability of Owner for Taxes.................................................10
         SECTION 3.3                Warranties on Deposit of Shares..............................................10


ARTICLE 4.                 THE DEPOSITED SECURITIES..............................................................11
         SECTION 4.1                Cash Distributions...........................................................11
         SECTION 4.2                Distributions Other Than Cash, Shares or Rights..............................11
         SECTION 4.3                Distributions in Shares......................................................12
         SECTION 4.4                Rights.......................................................................12
         SECTION 4.5                Conversion of Foreign Currency...............................................14
         SECTION 4.6                Fixing of Record Date........................................................15
         SECTION 4.7                Voting of Deposited Securities...............................................15
         SECTION 4.8                Changes Affecting Deposited Securities.......................................16
         SECTION 4.9                Reports......................................................................16
         SECTION 4.10               Lists of Owners..............................................................16
         SECTION 4.11               Withholding..................................................................17


ARTICLE 5.                 THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY........................................17
         SECTION 5.1                Maintenance of Office and Transfer Books by the Depositary...................17
         SECTION 5.2                Prevention or Delay in Performance by the Depositary or Company..............18
         SECTION 5.3                Obligations of the Depositary, the Custodian and the Company.................18
         SECTION 5.4                Resignation and Removal of the Depositary....................................19
         SECTION 5.5                The Custodians...............................................................20
         SECTION 5.6                Notices and Reports..........................................................20
         SECTION 5.7                Distribution of Additional Shares, Rights, etc...............................21
         SECTION 5.8                Indemnification..............................................................21
         SECTION 5.9                Charges of Depositary........................................................23
         SECTION 5.10               Retention of Depositary Documents............................................24
         SECTION 5.11               Exclusivity..................................................................24
         SECTION 5.12               List of Restricted Securities Owners.........................................24


ARTICLE 6.                 AMENDMENT AND TERMINATION.............................................................24
         SECTION 6.1                Amendment....................................................................24
         SECTION 6.2                Termination..................................................................24


ARTICLE 7.                 MISCELLANEOUS.........................................................................25
         SECTION 7.1                Counterparts.................................................................25
         SECTION 7.2                No Third Party Beneficiaries.................................................26

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SECTION 7.3                Severability.................................................................26
SECTION 7.4                Owners and Beneficial Owners as Parties; Binding Effect......................26
SECTION 7.5                Notices......................................................................26
SECTION 7.6                Governing Law................................................................27
SECTION 7.7                Submission to Jurisdiction; Appointment of Agent for Service of Process......27
SECTION 7.8                Arbitration..................................................................27

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EXHIBIT 4.3

DEPOSIT AGREEMENT

DEPOSIT AGREEMENT dated as of __________, 2005 among CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED, incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.

W I T N E S S E T H :

WHEREAS, the Company desires to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the Company from time to time with the Depositary or with the Custodian (as hereinafter defined) as agent of the Depositary for the purposes set forth in this Deposit Agreement, for the creation of American Depositary Shares representing the Shares so deposited and for the execution and delivery of American Depositary Receipts evidencing the American Depositary Shares; and

WHEREAS, the American Depositary Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;

NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties hereto as follows:

ARTICLE 1. DEFINITIONS.

The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement:

SECTION 1.1 American Depositary Shares.

The term "American Depositary Shares" shall mean the securities representing the interests in the Deposited Securities and evidenced by the Receipts issued hereunder. Each American Depositary Share shall represent the number of Shares specified in Exhibit A annexed hereto, until there shall occur a distribution upon Deposited Securities covered by Section 4.3 or a change in Deposited Securities covered by Section 4.8 with respect to which additional Receipts are not executed and delivered, and thereafter American Depositary Shares shall evidence the amount of Shares or Deposited Securities specified in such Sections.


SECTION 1.2 Article; Section.

Wherever references are made in this Deposit Agreement to an "Article" or "Articles" or to a "Section" or "Sections", such references shall mean an article or articles or a section or sections of this Deposit Agreement, unless otherwise required by the context.

SECTION 1.3 Beneficial Owner.

The term "Beneficial Owner" shall mean each person owning from time to time any beneficial interest in the American Depositary Shares evidenced by any Receipt.

SECTION 1.4 Commission.

The term "Commission" shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States.

SECTION 1.5 Company.

The term "Company" shall mean China Techfaith Wireless Communication Technology Limited, incorporated under the laws of the Cayman Islands, and its successors.

SECTION 1.6 Custodian.

The term "Custodian" shall mean the principal Hong Kong office of The Hongkong and Shanghai Banking Corporation Limited, as agent of the Depositary for the purposes of this Deposit Agreement, and any other firm or corporation which may hereafter be appointed by the Depositary pursuant to the terms of Section 5.5, as substitute or additional custodian or custodians hereunder, as the context shall require and shall also mean all of them collectively.

SECTION 1.7 Delivery; Surrender.

(a) The term "deliver", or its noun form, when used with respect to Shares, shall mean (i) one or more book-entry transfers to an account or accounts maintained with a depository institution authorized under applicable law to effect book-entry transfers of such securities or (ii) the physical transfer of certificates representing Shares.

(b) The term "deliver", or its noun form, when used with respect to Receipts, shall mean (i) one or more book-entry transfers of American Depositary Shares to an account or accounts at The Depository Trust Company ("DTC") designated by the person entitled to such delivery or (ii) if requested by the person entitled to such delivery, delivery at the Corporate Trust Office of the Depositary of one or more Receipts.

(c) The term "surrender", when used with respect to Receipts, shall mean (i) one or more book-entry transfers of American Depositary Shares to the DTC account of the Depositary or (ii) surrender to the Depositary at its Corporate Trust Office of one or more Receipts.

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SECTION 1.8 Deposit Agreement.

The term "Deposit Agreement" shall mean this Agreement, as the same may be amended from time to time in accordance with the provisions hereof.

SECTION 1.9 Depositary; Corporate Trust Office.

The term "Depositary" shall mean The Bank of New York, a New York banking corporation and any successor as depositary hereunder. The term "Corporate Trust Office", when used with respect to the Depositary, shall mean the office of the Depositary which at the date of this Agreement is 101 Barclay Street, New York, New York, 10286.

SECTION 1.10 Deposited Securities.

The term "Deposited Securities" as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement and any and all other securities, property and cash received by the Depositary or the Custodian in respect thereof and at such time held hereunder, subject as to cash to the provisions of Section 4.5.

SECTION 1.11 Dollars.

The term "Dollars" shall mean United States dollars.

SECTION 1.12 Foreign Registrar.

The term "Foreign Registrar" shall mean the entity that presently carries out the duties of registrar for the Shares or any successor as registrar for the Shares and any other appointed agent of the Company for the transfer and registration of Shares.

SECTION 1.13 Owner.

The term "Owner" shall mean the person in whose name a Receipt is registered on the books of the Depositary maintained for such purpose.

SECTION 1.14 Receipts.

The term "Receipts" shall mean the American Depositary Receipts issued hereunder evidencing American Depositary Shares.

SECTION 1.15 Registrar.

The term "Registrar" shall mean any bank or trust company having an office in the Borough of Manhattan, The City of New York, which shall be appointed by the Depositary to register Receipts and transfers of Receipts as herein provided.

SECTION 1.16 Restricted Securities.

The term "Restricted Securities" shall mean Shares, or Receipts representing such Shares, which are acquired directly or indirectly from the Company or its affiliates (as defined in Rule 144 under the Securities Act) in a transaction or chain of transactions not involving any public offering or which are subject to resale limitations

3

under Regulation D under that Act or both, or which are held by an officer, director (or persons performing similar functions) or other affiliate of the Company, or which would require registration under the Securities Act in connection with the public offer and sale thereof in the United States, or which are subject to other restrictions on sale or deposit under the laws of the United States, the Cayman Islands or Hong Kong, or under a shareholder agreement or the Memorandum and Articles of Association of the Company.

SECTION 1.17 Securities Act.

The term "Securities Act" shall mean the United States Securities Act of 1933, as from time to time amended.

SECTION 1.18 Shares.

The term "Shares" shall mean ordinary shares in registered form of the Company, heretofore validly issued and outstanding and fully paid, nonassessable and that were not issued in violation of any pre-emptive rights of the holders of outstanding Shares or hereafter validly issued and outstanding and fully paid, nonassessable and that were not issued in violation of any pre-emptive rights of the holders of outstanding Shares or interim certificates representing such Shares.

ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY,

TRANSFER AND SURRENDER OF RECEIPTS.

SECTION 2.1 Form and Transferability of Receipts.

Definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose, unless such Receipt shall have been executed by the Depositary by the manual signature of a duly authorized signatory of the Depositary; provided, however, that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed and such Receipts are countersigned by the manual or facsimile signature of a duly authorized officer of the Registrar. The Depositary shall maintain books on which each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt shall be registered. Receipts bearing the manual or facsimile signature of a duly authorized signatory of the Depositary who was at any time a proper signatory of the Depositary shall bind the Depositary, notwithstanding that such signatory has ceased to hold such office prior to the execution and delivery of such Receipts by the Registrar or did not hold such office on the date of issuance of such Receipts.

The Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or modifications not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange upon which American Depositary Shares may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to

4

which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise.

Title to a Receipt (and to the American Depositary Shares evidenced thereby), when properly endorsed or accompanied by proper instruments of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument under the laws of New York; provided, however, that the Depositary, notwithstanding any notice to the contrary, may treat the Owner thereof as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes.

SECTION 2.2 Deposit of Shares.

Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications as may reasonably be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Cayman Islands or Hong Kong which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.

At the request and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder.

Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for

5

transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee.

Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

SECTION 2.3 Execution and Delivery of Receipts.

Upon receipt by any Custodian of any deposit pursuant to
Section 2.2 hereunder (and in addition, if the transfer books of the Company or the Foreign Registrar, if applicable, are open, the Depositary may in its sole discretion require a proper acknowledgment or other evidence from the Company that any Deposited Securities have been recorded upon the books of the Company or the Foreign Registrar, if applicable, in the name of the Depositary or its nominee or such Custodian or its nominee), together with the other documents required as above specified, such Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order a Receipt or Receipts are deliverable in respect thereof and the number of American Depositary Shares to be evidenced thereby. Such notification shall be made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission. Upon receiving such notice from such Custodian, or upon the receipt of Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver at its Corporate Trust Office, to or upon the order of the person or persons entitled thereto, a Receipt or Receipts, registered in the name or names and evidencing any authorized number of American Depositary Shares requested by such person or persons, but only upon payment to the Depositary of the fees and expenses of the Depositary for the execution and delivery of such Receipt or Receipts as provided in Section 5.9, and of all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Deposited Securities.

SECTION 2.4 Transfer of Receipts; Combination and Split-up of Receipts.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time, upon any surrender of a Receipt, by the Owner in person or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer, and duly stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon the Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the person entitled thereto.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.

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The Depositary may, with notice given as promptly as practicable to the Company, appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. The Depositary shall require each co-transfer agent that it appoints under this Section 2.4 to give notice in writing to the Depositary accepting such appointment and agreeing to abide by the applicable terms of this Deposit Agreement.

SECTION 2.5 Surrender of Receipts and Withdrawal of Shares. \
Upon surrender at the Corporate Trust Office of the Depositary of a Receipt for the purpose of withdrawal of the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, and upon payment of the fee of the Depositary for the surrender of Receipts as provided in Section 5.9 and payment of all taxes and governmental charges payable in connection with such surrender and withdrawal of the Deposited Securities, and subject to the terms and conditions of this Deposit Agreement, the Owner of such Receipt shall be entitled to delivery, to him or upon his order, of the amount of Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt. Delivery of such Deposited Securities may be made by the delivery of (a) certificates for Shares in the name of such Owner or as ordered by him or by certificates properly endorsed or accompanied by proper instruments of transfer to such Owner or as ordered by him and (b) any other securities, property and cash to which such Owner is then entitled in respect of such Receipts to such Owner or as ordered by him. Such delivery shall be made, as hereinafter provided, without unreasonable delay.

A Receipt surrendered for such purposes may be required by the Depositary to be properly endorsed in blank or accompanied by proper instruments of transfer in blank, and if the Depositary so requires, the Owner thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in such order. Thereupon the Depositary shall direct the Custodian to deliver at the office of such Custodian, subject to Sections 2.6, 3.1 and 3.2 and to the other terms and conditions of this Deposit Agreement, to or upon the written order of the person or persons designated in the order delivered to the Depositary as above provided, the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, except that the Depositary may make delivery to such person or persons at the Corporate Trust Office of the Depositary of any dividends or distributions with respect to the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

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At the request, risk and expense of any Owner so surrendering a Receipt, and for the account of such Owner, the Depositary shall direct the Custodian to forward any cash or other property (other than rights) comprising, and forward a certificate or certificates, if applicable, and other proper documents of title for, the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt to the Depositary for delivery at the Corporate Trust Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Owner, by cable, telex or facsimile transmission.

The Depositary shall not deliver the Deposited Securities except (i) upon surrender of Receipts under this Section 2.5, (ii) in a surrender of the Deposited Securities to the Company or its agent in a transaction to which Section 4.8 applies or (iii) in connection with a sale of the Deposited Securities permitted under Section 3.2, 4.3, 4.4, 4.11 or 6.2.

SECTION 2.6 Limitations on Execution and Delivery, Transfer and Surrender of Receipts.

As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to reimburse it for any tax, stamp duty or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6.

The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed as provided in Section 5.1, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or for any other reason, subject to the provisions of
Section 7.9. Notwithstanding any other provision of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the

8

Deposited Securities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the provisions of the Securities Act for public sale in the United States, unless a registration statement is in effect as to such Shares.

SECTION 2.7 Lost Receipts, etc.

In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary shall execute and deliver a new Receipt of like tenor in exchange and substitution for such mutilated Receipt upon cancellation thereof, or in lieu of and in substitution for such destroyed, lost or stolen Receipt. Before the Depositary shall execute and deliver a new Receipt in substitution for a destroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed with the Depositary (i) a request for such execution and delivery before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond and (b) satisfied any other reasonable requirements imposed by the Depositary.

SECTION 2.8 Cancellation and Destruction of Surrendered Receipts.

All Receipts surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is authorized to destroy Receipts so cancelled.

SECTION 2.9 Pre-Release of Receipts.

The Depositary may, notwithstanding Section 2.3, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 (a "Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be,
(b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate.

The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

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ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL OWNERS OF RECEIPTS.

SECTION 3.1 Filing Proofs, Certificates and Other Information.

Any person presenting Shares for deposit or any Owner or Beneficial Owner of a Receipt may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any Receipt or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representations and warranties made. If requested in writing, the Depositary shall, as promptly as practicable, provide the Company, at the expense of the Company, with copies of any such proofs, certificates or other information it receives pursuant to this section, unless prohibited by applicable law.

SECTION 3.2 Liability of Owner for Taxes.

If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to any Receipt or any Deposited Securities represented by any Receipt, such tax or other governmental charge shall be payable by the Owner of such Receipt to the Depositary. The Depositary may refuse to effect any transfer of such Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner thereof any part or all of the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner of such Receipt shall remain liable for any deficiency.

SECTION 3.3 Warranties on Deposit of Shares.

Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and were not issued in violation of any pre-emptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that the Shares are not, and American Depositary Shares representing the Shares would not be, Restricted Securities. All representations and warranties deemed made under this Section 3.3 shall survive the deposit of Shares and delivery or surrender of Receipts.

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ARTICLE 4. THE DEPOSITED SECURITIES.

SECTION 4.1 Cash Distributions.

Whenever the Depositary shall receive any cash dividend or other cash distribution on any Deposited Securities, the Depositary shall, subject to the provisions of Section 4.5, convert such dividend or distribution into Dollars and shall distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Section 5.9 hereof, if applicable) to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that in the event that the Company or the Depositary shall be required to withhold and does withhold from such cash dividend or such other cash distribution an amount on account of taxes, the amount distributed to the Owner of the Receipts evidencing American Depositary Shares representing such Deposited Securities shall be reduced accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Owner a fraction of one cent. Any such fractional amounts shall be rounded to the nearest whole cent and so distributed to Owners entitled thereto. The Company or its agent will remit to the appropriate governmental agency in the Cayman Islands or the People's Republic of China all amounts withheld and owing to such agency. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies, and the Depositary or the Company or its agent may file any such reports necessary to obtain benefits under the applicable tax treaties for the Owners of Receipts.

SECTION 4.2 Distributions Other Than Cash, Shares or Rights.

Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section

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5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

SECTION 4.3 Distributions in Shares.

If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Company shall so request in writing, distribute to the Owners of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of fees and expenses of the Depositary as provided in Section 5.9. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall use reasonable efforts to sell the amount of Shares represented by the aggregate of such fractions and distribute any net proceeds to the Owners entitled to them, all in the manner and subject to the conditions described in
Section 4.1. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.

SECTION 4.4 Rights.

In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary shall have discretion as to the procedure to be followed in making such rights available to any Owners entitled to them or in disposing of such rights on behalf of any Owners otherwise entitled to them and making the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights the Depositary determines in its reasonable discretion that it is lawful and feasible to make such rights available to all Owners or to certain Owners but not to other Owners, the Depositary may distribute to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants or other instruments therefor in such form as it deems appropriate.

In circumstances in which rights would otherwise not be distributed, if an Owner of Receipts requests the distribution of warrants or other instruments in order to exercise the rights allocable to the American Depositary Shares of such Owner

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hereunder, the Depositary will make such rights available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in its sole discretion are reasonably required under applicable law.

If the Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.2 of this Deposit Agreement, and shall, pursuant to Section 2.3 of this Deposit Agreement, execute and deliver Receipts to such Owner. In the case of a distribution pursuant to the second paragraph of this section, such Receipts shall be legended in accordance with applicable U.S. laws, and shall be subject to the appropriate restrictions on sale, deposit, cancellation, and transfer under such laws.

If the Depositary determines in its reasonable discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees and expenses of the Depositary as provided in Section 5.9 and all taxes and governmental charges payable in connection with such rights and subject to the terms and conditions of this Deposit Agreement) for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any Receipt or otherwise.

The Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act with respect to a distribution to Owners or are registered under the provisions of such Act; provided, however, that nothing in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to such rights or underlying securities or to endeavor to have such a registration statement declared effective. If an Owner of Receipts requests distribution of warrants or other instruments, notwithstanding that there has been no such registration under the Securities Act, the Depositary shall not effect such distribution unless it has received an opinion from recognized counsel in the United States for the Company upon which the

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Depositary may rely that such distribution to such Owner is exempt from such registration; provided, however, that the Company will have no obligation to cause its counsel to issue such opinion at the request of such Owner.

The Depositary shall not be responsible for any reasonable failure to determine that it may be lawful or feasible to make such rights available to Owners in general or any Owner in particular.

SECTION 4.5 Conversion of Foreign Currency.

Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any Receipt or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9.

If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such application for approval or license, if any, as it may deem desirable.

If at any time the Depositary shall determine that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable without excessively burdensome or otherwise unreasonable efforts, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, or if there are foreign exchange controls in place that prohibit such conversion, the Depositary may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same.

If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency

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received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.

SECTION 4.6 Fixing of Record Date.

Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities or whenever the Depositary shall find it necessary or convenient, the Depositary shall fix a record date, which date shall be the same date, to the extent practicable, as the record date for the Deposited Securities or if different, as close thereto as practicable (a) for the determination of the Owners who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof or (ii) entitled to give instructions for the exercise of voting rights at any such, (b) on or after which each American Depositary Share will represent the changed number of Shares or (c) for any other matter. Subject to the provisions of Sections 4.1 through 4.5 and to the other terms and conditions of this Deposit Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held by them respectively and to give voting instructions and to act in respect of any other such matter.

SECTION 4.7 Voting of Deposited Securities.

Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the discretion of the Depositary and shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Hong Kong and Cayman Islands law and of the Memorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the "Instruction Date"), the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to such Shares or other Deposited Securities other than in accordance with such instructions or deemed instructions.

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In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company requests the Depositary to act under the preceding paragraph, the Company shall give the Depositary notice of any such meeting not less than 30 days prior to the meeting date.

There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the first paragraph of this
Section 4.7 sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions of that paragraph.

SECTION 4.8 Changes Affecting Deposited Securities.

In circumstances where the provisions of Section 4.3 do not apply, upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company or to which it is a party, any securities which shall be received by the Depositary or a Custodian in exchange for or in conversion of or in respect of Deposited Securities, shall be treated as new Deposited Securities under this Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, if any, the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such case the Depositary may execute and deliver additional Receipts as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.

SECTION 4.9 Reports.

The Depositary shall make available for inspection by Owners at its Corporate Trust Office, as promptly as practicable after receipt, any reports and communications, including any proxy soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary shall also send to the Owners copies of such reports furnished by the Company pursuant to Section 5.6. Any such reports and communications, including any such proxy soliciting material, furnished to the Depositary by the Company shall be furnished in English.

SECTION 4.10 Lists of Owners.

Promptly upon request by the Company, the Depositary shall, at the expense of the Company, furnish to it a list, as of a recent date, of the names, addresses and holdings of American Depositary Shares by all persons in whose names Receipts are registered on the books of the Depositary.

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SECTION 4.11 Withholding.

The Company or its agent will remit to the appropriate governmental agencies in the Cayman Islands and the People's Republic of China all amounts withheld and owing to such agencies. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies, and the Depositary or the Company or its agent may file any such reports necessary to obtain benefits under the applicable tax treaties for the Owners of Receipts.

In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay any such taxes or charges and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners entitled thereto in proportion to the number of American Depositary Shares held by them respectively.

ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY.

SECTION 5.1 Maintenance of Office and Transfer Books by the Depositary.

Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement.

The Depositary shall keep books at its Corporate Trust Office for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners and the Company, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts.

The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder or at the reasonable written request of the Company.

If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or, with notice given as promptly as practicable to the Company, appoint a Registrar or one or more co-registrars for registry of American Depositary Shares in accordance with any requirements of that exchange or exchanges. The Depositary shall require each Registrar and co-registrar that it appoints under this Section 5.1 to give

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notice in writing to the Depositary accepting such appointment and agreeing to abide by the applicable terms of this Deposit Agreement.

SECTION 5.2 Prevention or Delay in Performance by the Depositary or Company.

Neither the Depositary nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any Owner or Beneficial Owner of any Receipt, if by reason of any provision of any present or future law or regulation of the United States, the People's Republic of China or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, officers, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, by the terms of a distribution pursuant to Sections 4.1, 4.2, or 4.3 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.4 of the Deposit Agreement, or for any other reason, such distribution or offering may not be made available to Owners, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse, in each such case without liability to the Company or the Depositary.

SECTION 5.3 Obligations of the Depositary, the Custodian and the Company.

Neither the Company, nor its directors, officers, employees and agents assume any obligation nor shall it or any of them be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.

Neither the Depositary nor its directors, officers, employees and agents assume any obligation nor shall it or any of them be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.

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Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary.

Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information.

The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.

The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith.

No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

SECTION 5.4 Resignation and Removal of the Depositary.

The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 120th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed,

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shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners.

Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

SECTION 5.5 The Custodians.

The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary.

Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

SECTION 5.6 Notices and Reports.

On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action in respect of any cash or other distributions or the offering of any rights, the Company

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agrees to transmit to the Depositary and the Custodian a copy of the notice thereof in the form given or to be given to holders of Shares or other Deposited Securities.

The Company will arrange for the translation into English, if not already in English, to the extent required pursuant to any regulation of the Commission, and the prompt transmittal by the Company to the Depositary and the Custodian of such notices and any other reports and communications which are made generally available by the Company to holders of its Shares. If requested in writing by the Company, the Depositary will arrange for the mailing, at the Company's expense, of copies of such notices, reports and communications to all Owners. The Company will timely provide the Depositary with the quantity of such notices, reports, and communications, as requested by the Depositary from time to time, in order for the Depositary to effect such mailings.

SECTION 5.7 Distribution of Additional Shares, Rights, etc.

If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution.

The Company agrees with the Depositary that neither the Company nor any entity or person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act.

SECTION 5.8 Indemnification.

The Company agrees to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian against, and hold each of them harmless from, any liability or expense (including, but not limited to, the fees and expenses of counsel) which may arise out of (a) any registration with the Commission of Receipts, American Depositary Shares or Deposited Securities or the offer or sale thereof in the United States or (b) acts performed or omitted, pursuant to the provisions of this Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or a Custodian or their

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respective directors, employees, agents and affiliates, except for any liability or expense arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its directors, employees, agents and affiliates.

The Depositary agrees to indemnify the Company, its directors, employees, agents and affiliates and hold them harmless from any liability or expense (including, but not limited to, the reasonable fees and expense of counsel), which may arise out of acts performed or omitted by the Depositary or its Custodian or their respective directors, employees, agents and affiliates due to their negligence or bad faith.

If an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a "Proceeding") in respect of which indemnity may be sought by either party is brought or asserted against the other party, the party seeking indemnification (the "Indemnitee") shall promptly (and in no event more than ten (10) days after receipt of notice of such Proceeding) notify the party obligated to provide such indemnification (the "Indemnitor") of such Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall not impair the Indemnitee's ability to seek indemnification from the Indemnitor (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely affects the Indemnitor's ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to participate in such Proceeding and, to the extent that it shall so desire and provided no conflict of interest exists as specified in subparagraph (b) below or there are no other defenses available to Indemnitee as specified in subparagraph (d) below, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee (in which case all attorney's fees and expenses shall be borne by the Indemnitor and the Indemnitor shall in good faith defend the Indemnitee). The Indemnitee shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne by the Indemnitee unless (a) the Indemnitor agrees in writing to pay such fees and expenses, (b) the Indemnitee shall have reasonably and in good faith concluded that there is a conflict of interest between the Indemnitor and the Indemnitee in the conduct of the defense of such action, (c) the Indemnitor fails, within ten (10) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitee or (d) there are legal defenses available to Indemnitee that are different from or are in addition to those available to the Indemnitor. No compromise or settlement of such Proceeding may be effected by either party without the other party's consent unless (i) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party and (ii) the sole relief provided is monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnitor shall have no obligation to indemnify and hold harmless the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment entered

22

against the Indemnitee unless such judgment was entered after the Indemnitor agreed, in writing, to assume the defense of such Proceeding.

SECTION 5.9 Charges of Depositary.

The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary.

The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3), or by Owners, as applicable: (1) taxes, stamp duty and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of Receipts pursuant to Section 2.5 or 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 hereof, (7) a fee for the distribution of securities pursuant to
Section 4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (9) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).

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The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

SECTION 5.10 Retention of Depositary Documents.

The Depositary is authorized to destroy those documents, records, bills and other data compiled during the term of this Deposit Agreement at the times permitted by the laws or regulations governing the Depositary unless the Company reasonably requests that such papers be retained for a longer period.

SECTION 5.11 Exclusivity.

Subject to Sections 5.4 and 6.2, the Company agrees not to appoint any other depositary for issuance of American or global depositary receipts so long as The Bank of New York is acting as Depositary hereunder.

SECTION 5.12 List of Restricted Securities Owners.

From time to time, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities. The Company agrees to advise in writing each of the persons or entities so listed that such Restricted Securities are ineligible for deposit hereunder. The Depositary may rely on such a list or update but shall not be liable for any action or omission made in reliance thereon.

ARTICLE 6. AMENDMENT AND TERMINATION.

SECTION 6.1 Amendment.

The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the consent of Owners and Beneficial Owners in any respect which they may deem necessary or desirable. Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners, shall, however, not become effective as to outstanding Receipts until the expiration of thirty days after notice of such amendment shall have been given to the Owners of outstanding Receipts. Every Owner at the time any amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner of any Receipt to surrender such Receipt and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.

SECTION 6.2 Termination.

The Depositary shall at any time at the direction of the Company terminate this Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such

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termination. The Depositary may likewise terminate this Deposit Agreement by mailing notice of such termination to the Company and the Owners of all Receipts then outstanding if at any time 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4. On and after the date of termination, the Owner of a Receipt will, upon (a) surrender of such Receipt at the Corporate Trust Office of the Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts referred to in Section 2.5, and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights and other property as provided in this Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under this Deposit Agreement, except for its obligations to the Company under
Section 5.8 and to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges). Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary under Sections 5.8 and 5.9 hereof.

ARTICLE 7. MISCELLANEOUS.

SECTION 7.1 Counterparts.

This Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts shall constitute one and the same instrument. Copies of this Deposit Agreement shall be filed with the

25

Depositary and the Custodians and shall be open to inspection by any Owner or Beneficial Owner of a Receipt during business hours.

SECTION 7.2 No Third Party Beneficiaries.

This Deposit Agreement is for the exclusive benefit of the parties hereto (which shall include the Owners and Beneficial Owners) and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person, except as otherwise specifically provided in this Agreement with respect to co-transfer agents and the Custodian.

SECTION 7.3 Severability.

In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

SECTION 7.4 Owners and Beneficial Owners as Parties; Binding Effect.

The Owners and Beneficial Owners of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance thereof.

SECTION 7.5 Notices.

Any and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to China Techfaith Wireless Communication Technology Limited, 3/F M8 West No. 1 Jiu Xian Qiao East Road, Chao Yang District, Beijing 100016, People's Republic of China, Attention:
CEO, Facsimile: (86-10) 5822-8206, or any other place to which the Company may have transferred its principal office with notice to the Depositary.

Any and all notices to be given to the Depositary shall be deemed to have been duly given if in English and personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to The Bank of New York, 101 Barclay Street, New York, New York 10286, Attention:
American Depositary Receipt Administration, or any other place to which the Depositary may have transferred its Corporate Trust Office with notice to the Company.

Any and all notices to be given to any Owner shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to such Owner at the address of such Owner as it appears on the transfer books for Receipts of the Depositary, or, if such Owner shall have filed with the Depositary a written request that notices intended for such Owner be mailed to some other address, at the address designated in such request.

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Delivery of a notice sent by mail or cable, telex or facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage prepaid, in a post-office letter box. The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission received by it, notwithstanding that such cable, telex or facsimile transmission shall not subsequently be confirmed by letter as aforesaid.

SECTION 7.6 Governing Law.

This Deposit Agreement and the Receipts shall be interpreted and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by the laws of the State of New York.

SECTION 7.7 Submission to Jurisdiction; Appointment of Agent for Service of Process.

The Company hereby (i) irrevocably designates and appoints CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York 10011, in the State of New York, as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.

SECTION 7.8 Arbitration.

In the event the Depositary is advised that a judgment of a court in the United States may not be recognized, the following provisions shall apply:

(i) Any controversy, claim or cause of action brought by any party or parties hereto against any other party or parties hereto arising out of or relating to the Deposit Agreement shall be settled by arbitration in accordance with the Commercial

27

Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

(ii) The place of the arbitration shall be the City of New York, State of New York, United States of America, and the language of the arbitration shall be English.

(iii) The number of arbitrators shall be three, each of whom shall be disinterested in the dispute or controversy, shall have no connection with any party thereto, and shall be an attorney experienced in international securities transactions. Each party shall appoint one arbitrator and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute, controversy or cause of action shall involve more than two parties, the parties shall attempt to align themselves in two sides (i.e., claimant and respondent), each of which shall appoint one arbitrator as if there were only two parties to such dispute, controversy or cause of action. If either or both parties fail to select an arbitrator, or if such alignment (in the event there is more than two parties) shall not have occurred, within sixty
(60) calendar days after the initiating party serves the arbitration demand or the two arbitrators fail to select a third arbitrator within sixty (60) calendar days of the selection of the second arbitrator, the American Arbitration Association shall appoint the arbitrator or arbitrators in accordance with its rules. The parties and the American Arbitration Association may appoint the arbitrators from among the nationals of any country, whether or not a party is a national of that country.

(iv) The arbitrators shall have no authority to award damages not measured by the prevailing party's actual damages and shall have no authority to award any consequential, special or punitive damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Deposit Agreement.

(v) In the event any third-party action or proceeding is instituted against the Depositary relating to or arising from any act or failure to act by the Company, the Company hereby submits to the personal jurisdiction of the court or administrative agency in which such action or proceeding is brought.

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IN WITNESS WHEREOF, CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED and THE BANK OF NEW YORK have duly executed this agreement as of the day and year first set forth above and all Owners and Beneficial Owners shall become parties hereto upon acceptance by them of Receipts issued in accordance with the terms hereof.

CHINA TECHFAITH WIRELESS
COMMUNICATION
TECHNOLOGY LIMITED

By: ________________________
Name:
Title:

THE BANK OF NEW YORK,
as Depositary

By: ________________________
Name:
Title:

2

Exhibit A to Deposit Agreement

NO. ___________________________________
AMERICAN DEPOSITARY SHARES

(EACH AMERICAN DEPOSITARY SHARE
REPRESENTS ____ DEPOSITED SHARES)

THE BANK OF NEW YORK
AMERICAN DEPOSITARY RECEIPT
FOR ORDINARY SHARES,
PAR VALUE U.S.$___ PER SHARE, OF
CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED
(INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS)

The Bank of New York as depositary (hereinafter called the Depositary), hereby certifies that _________, or registered assigns IS THE OWNER OF

AMERICAN DEPOSITARY SHARES

representing deposited ordinary shares (herein called Shares) of China Techfaith Wireless Communication Technology Limited, incorporated under the laws of the Cayman Islands (herein called the Company). At the date hereof, each American Depositary Share represents ____ Shares which are either deposited or subject to deposit under the Deposit Agreement referred to below at the principal Hong Kong office of The Hongkong and Shanghai Banking Corporation Limited (herein called the Custodian). The Depositary's Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286.

THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS
101 BARCLAY STREET, NEW YORK, N.Y. 10286

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1. THE DEPOSIT AGREEMENT.

This American Depositary Receipt is one of an issue (herein called Receipts), all issued and to be issued upon the terms and conditions set forth in the deposit agreement, dated as of ____________, 2005 (the "Deposit Agreement"), by and among the Company, the Depositary, and all Owners and Beneficial Owners from time to time of Receipts issued thereunder, each of whom by accepting a Receipt agrees to become a party thereto and become bound by all the terms and conditions thereof. The Deposit Agreement sets forth the rights of Owners and Beneficial Owners of the Receipts and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other securities, property and cash from time to time received in respect of such Shares and held thereunder (such Shares, securities, property, and cash are herein called Deposited Securities). Copies of the Deposit Agreement are on file at the Depositary's Corporate Trust Office in New York City and at the office of the Custodian.

The statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms not defined herein shall have the meanings set forth in the Deposit Agreement.

2. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

Upon surrender at the Corporate Trust Office of the Depositary of this Receipt, and upon payment of the fee of the Depositary provided in this Receipt, and subject to the terms and conditions of the Deposit Agreement, the Owner hereof is entitled to delivery, to him or upon his order, of the amount of Deposited Securities at the time represented by the American Depositary Shares for which this Receipt is issued. Delivery of such Deposited Securities may be made by the delivery of (a) certificates for Shares in the name of the Owner hereof or as ordered by him or by certificates properly endorsed or accompanied by proper instruments of transfer to such Owner or as ordered by him and (b) any other securities, property and cash to which such Owner is then entitled in respect of this Receipt to such Owner or as ordered by him. Such delivery will be made at the option of the Owner hereof, either at the office of the Custodian or at the Corporate Trust Office of the Depositary, provided that the forwarding of certificates for Shares or other Deposited Securities for such delivery at the Corporate Trust Office of the Depositary shall be at the risk and expense of the Owner hereof. Notwithstanding any other provision of the Deposit Agreement or this Receipt, the surrender of outstanding Receipts and withdrawal of Deposited Securities may be suspended only for (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities.

3. TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

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The transfer of this Receipt is registrable on the books of the Depositary at its Corporate Trust Office by the Owner hereof in person or by a duly authorized attorney, upon surrender of this Receipt properly endorsed for transfer or accompanied by proper instruments of transfer and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to reimburse it for any tax, stamp duty or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided in this Receipt, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreement or this Receipt.

The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed as provided in Section 5.1 of the Deposit Agreement, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement or this Receipt, or for any other reason. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered under the provisions of the Securities Act for public sale in the United States, unless a registration statement is in effect as to such Shares.

4. LIABILITY OF OWNER FOR TAXES.

If any tax or other governmental charge shall become payable with respect to any Receipt or any Deposited Securities represented hereby, such tax or other governmental charge shall be payable by the Owner hereof to the Depositary. The Depositary may refuse to effect any transfer of this Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner hereof any part or all of the Deposited Securities represented by the American Depositary Shares evidenced by this Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner hereof shall remain liable for any deficiency.

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5. WARRANTIES OF DEPOSITORS.

Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and were not issued in violation of any pre-emptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that the Shares are not, and American Depositary Shares representing the Shares would not be, Restricted Securities. All representations and warranties deemed made under Section 3.3 of the Deposit Agreement shall survive the deposit of Shares and delivery or surrender of Receipts.

6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

Any person presenting Shares for deposit or any Owner or Beneficial Owner of a Receipt may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any Receipt or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representations and warranties made. If requested in writing, the Depositary shall, as promptly as practicable, provide the Company, at the expense of the Company, with copies of any such proofs, certificates or other information it receives pursuant to this Article, unless prohibited by applicable law. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body the Cayman Islands or in Hong Kong which is then performing the function of the regulation of currency exchange.

7. CHARGES OF DEPOSITARY.

The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary.

The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to
Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares

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generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement,
(6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (9) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).

The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

8. PRE-RELEASE OF RECEIPTS.

The Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (a "Pre-Release"). The Depositary may, pursuant to
Section 2.5 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized with cash or such other collateral as the Depositary

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deems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate.

The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

9. TITLE TO RECEIPTS.

It is a condition of this Receipt and every successive Owner and Beneficial Owner of this Receipt by accepting or holding the same consents and agrees, that title to this Receipt when properly endorsed or accompanied by proper instruments of transfer, is transferable by delivery with the same effect as in the case of a negotiable instrument; under the laws of New York; provided, however, that the Depositary, notwithstanding any notice to the contrary, may treat the person in whose name this Receipt is registered on the books of the Depositary as the absolute owner hereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in the Deposit Agreement and for all other purposes.

10. VALIDITY OF RECEIPT.

This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall have been executed by the Depositary by the manual signature of a duly authorized signatory of the Depositary; provided, however, that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed, and such Receipts are countersigned by the manual or facsimile signature of a duly authorized officer of the Registrar.

11. REPORTS; INSPECTION OF TRANSFER BOOKS.

The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Securities and Exchange Commission (hereinafter called the "Commission").

Such reports and communications will be available for inspection and copying at the public reference facilities maintained by the Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549.

The Depositary will make available for inspection by Owners of Receipts at its Corporate Trust Office, as promptly as practicable after receipt, any reports and communications, including any proxy soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary shall also send to the Owners of Receipts copies of such

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reports when furnished by the Company pursuant to the Deposit Agreement. Any such reports and communications, including any such proxy soliciting material, furnished to the Depositary by the Company shall be furnished in English.

The Depositary shall keep books at its Corporate Trust Office for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners and the Company, provided that such inspection shall not be for the purpose of communicating with Owners of Receipts in the interest of a business or object other than the business of the Company or a matter related to the Deposit Agreement or the Receipts.

12. DIVIDENDS AND DISTRIBUTIONS.

Whenever the Depositary shall receive any cash dividend or other cash distribution on any Deposited Securities, the Depositary shall, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars transferable to the United States, and subject to the Deposit Agreement, convert such dividend or distribution into Dollars and shall distribute the amount thus received (net of the fees and expenses of the Depositary as provided in the Deposit Agreement, if applicable) to the Owners of Receipts entitled thereto, provided, however, that in the event that the Company or the Depositary shall be required to withhold and does withhold from such cash dividend or such other cash distribution in respect of any Deposited Securities an amount on account of taxes, the amount distributed to the Owners of the Receipts evidencing American Depositary Shares representing such Deposited Securities shall be reduced accordingly.

Subject to the provisions of Sections 4.11 and 5.9 of the Deposit Agreement, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4 of the Deposit Agreement, the Depositary shall, subject to all applicable laws, cause the securities or property received by it to be distributed to the Owners of Receipts entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees of the Depositary as provided in Section 5.9 of the Deposit Agreement) shall be distributed by the Depositary to the Owners of Receipts entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under Section 4.2 of the Deposit Agreement unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

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If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may distribute to the Owners of outstanding Receipts entitled thereto, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding of any tax or other governmental charge as provided in Section 4.11 of the Deposit Agreement and the payment of the fees and expenses of the Depositary as provided in Section 5.9 of the Deposit Agreement. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall use reasonable efforts to sell the amount of Shares represented by the aggregate of such fractions and distribute any net proceeds to the Owners entitled to them, all in the manner and subject to the conditions set forth in the Deposit Agreement. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.

The Company or its agent will remit to the appropriate governmental agencies in the Cayman Islands and the People's Republic of China all amounts withheld and owing to such agencies. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies, and the Depositary or the Company or its agent may file any such reports necessary to obtain benefits under the applicable tax treaties for the Owners of Receipts. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay any such taxes or charges and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners of Receipts entitled thereto.

13. CONVERSION OF FOREIGN CURRENCY.

Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an

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averaged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any Receipt or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement.

If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such application for approval or license, if any, as it may deem desirable.

If at any time the Depositary shall determine that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable without excessively burdensome or otherwise unreasonable efforts, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, or if there are foreign exchange controls in place that prohibit such conversion, the Depositary may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same.

If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.

14. RIGHTS.

In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary shall have discretion as to the procedure to be followed in making such rights available to any Owners to them or in disposing of such rights on behalf of any Owners otherwise entitled to them and making the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights the Depositary determines in its reasonable discretion that it is lawful and feasible to make such rights available to all Owners or to certain Owners but not to other Owners, the Depositary may distribute, to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants or other instruments therefor in such form as it deems appropriate.

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In circumstances in which rights would otherwise not be distributed, if an Owner of Receipts requests the distribution of warrants or other instruments in order to exercise the rights allocable to the American Depositary Shares of such Owner under the Deposit Agreement, the Depositary will make such rights available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in its sole discretion are reasonably required under applicable law.

If the Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to
Section 2.2 of the Deposit Agreement, and shall, pursuant to Section 2.3 of the Deposit Agreement, execute and deliver Receipts to such Owner. In the case of a distribution pursuant to the second paragraph of this Article, such Receipts shall be legended in accordance with applicable U.S. laws, and shall be subject to the appropriate restrictions on sale, deposit, cancellation and transfer under such laws.

If the Depositary determines in its reasonable discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees and expenses of the Depositary as provided in Section 5.9 of the Deposit Agreement and all taxes and governmental charges payable in connection with such rights and subject to the terms and conditions of the Deposit Agreement) for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any Receipt or otherwise.

The Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act with respect to a distribution to Owners or are registered under the provisions of the Securities Act; provided, however, that nothing in the Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to such rights or underlying securities or to endeavor to have such a registration statement declared effective. If an Owner of Receipts requests distribution

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of warrants or other instruments, notwithstanding that there has been no such registration under the Securities Act, the Depositary shall not effect such distribution unless it has received an opinion from recognized counsel in the United States for the Company upon which the Depositary may rely that such distribution to such Owner is exempt from such registration; provided, however, that the Company shall have no obligation to cause its counsel to issue such opinion at the request of such Owner.

The Depositary shall not be responsible for any reasonable failure to determine that it may be lawful or feasible to make such rights available to Owners in general or any Owner in particular.

15. RECORD DATES.

Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient, the Depositary shall fix a record date, which date shall be the same date, to the extent practicable, as the record date for the Deposited Securities or if different, as close thereto as practicable (a) for the determination of the Owners of Receipts who shall be
(i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof or (ii) entitled to give instructions for the exercise of voting rights at any such meeting, (b) on or after which each American Depositary Share will represent the changed number of Shares or (c) for any other matter, subject to the provisions of the Deposit Agreement.

16. VOTING OF DEPOSITED SECURITIES.

Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the discretion of the Depositary and shall contain
(a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Hong Kong and Cayman Islands law and of the Memorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the "Instruction Date"), the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote

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or attempt to exercise the right to vote that attaches to such Shares or other Deposited Securities other than in accordance with such instructions.

There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the first paragraph of Section 4.7 of the Deposit Agreement sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions of that paragraph.

17. CHANGES AFFECTING DEPOSITED SECURITIES.

In circumstances where the provisions of Section 4.3 of the Deposit Agreement do not apply, upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation, or sale of assets affecting the Company or to which it is a party, any securities which shall be received by the Depositary or a Custodian in exchange for or in conversion of or in respect of Deposited Securities shall be treated as new Deposited Securities under the Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, if any, the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such case the Depositary may execute and deliver additional Receipts as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.

18. LIABILITY OF THE COMPANY AND DEPOSITARY.

Neither the Depositary nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any Owner or Beneficial Owner of any Receipt, if by reason of any provision of any present or future law or regulation of the United States, the People's Republic of China or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any Offering or distribution thereof or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of the Deposit Agreement or Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, officers, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of a Receipt by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Where, by the terms of a distribution pursuant to Sections 4.1, 4.2 or 4.3 of the Deposit Agreement, or an offering or distribution pursuant

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to Section 4.4 of the Deposit Agreement, or for any other reason, such distribution or offering may not be made available to Owners of Receipts, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse in each such case without liability to the Company or the Depositary.

Neither the Company nor the Depositary nor any of their directors, officers, employees, agents or affiliates assumes any obligation or shall be subject to any liability under the Deposit Agreement to Owners or Beneficial Owners of Receipts, except that the Company and the Depositary agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The Depositary shall not be subject to any liability with respect to the validity or worth of the Deposited Securities. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or Beneficial Owner of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement.

19. RESIGNATION AND REMOVAL OF THE DEPOSITARY.

The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal, which shall become effective upon the later to occur of the (i) 120th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. Whenever

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the Depositary in its discretion determines that it is in the best interest of the Owners of Receipts to do so, it may appoint a substitute or additional custodian or custodians.

20. AMENDMENT.

The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the consent of Owners and Beneficial Owners in any respect which they may deem necessary or desirable. Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners of Receipts, shall, however, not become effective as to outstanding Receipts until the expiration of 30 days after notice of such amendment shall have been given to the Owners of outstanding Receipts. Every Owner of a Receipt at the time any amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner of any Receipt to surrender such Receipt and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.

21. TERMINATION OF DEPOSIT AGREEMENT.

The Depositary shall at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement by mailing notice of such termination to the Company and the Owners of all Receipts then outstanding if at any time 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement. On and after the date of termination, the Owner of a Receipt will, upon (a) surrender of such Receipt at the Corporate Trust Office of the Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts referred to in Section 2.5 of the Deposit Agreement and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights and other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting,

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in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges). At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except for its obligations to the Company under Section 5.8 of the Deposit Agreement and to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.8 and 5.9 of the Deposit Agreement.

23. SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE OF PROCESS.

The Company has (i) irrevocably designated and appointed CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York 10011, in the State of New York, as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and
(iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of the Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or the Deposit Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.

24. ARBITRATION.

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In the event the Depositary is advised that a judgment of a court in the United States court may not be recognized, the following provisions shall apply:

(i) Any controversy, claim or cause of action brought by any party or parties hereto against any other party or parties hereto arising out of or relating to the Deposit Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

(ii) The place of the arbitration shall be the City of New York, State of New York, United States of America, and the language of the arbitration shall be English.

(iii) The number of arbitrators shall be three, each of whom shall be disinterested in the dispute or controversy, shall have no connection with any party thereto, and shall be an attorney experienced in international securities transactions. Each party shall appoint one arbitrator and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute, controversy or cause of action shall involve more than two parties, the parties shall attempt to align themselves in two sides (i.e., claimant and respondent), each of which shall appoint one arbitrator as if there were only two parties to such dispute, controversy or cause of action. If either or both parties fail to select an arbitrator, or if such alignment (in the event there is more than two parties) shall not have occurred, within sixty (60) calendar days after the initiating party serves the arbitration demand or the two arbitrators fail to select a third arbitrator within sixty (60) calendar days of the selection of the second arbitrator, the American Arbitration Association shall appoint the arbitrator or arbitrators in accordance with its rules. The parties and the American Arbitration Association may appoint the arbitrators from among the nationals of any country, whether or not a party is a national of that country.

(iv) The arbitrators shall have no authority to award damages not measured by the prevailing party's actual damages and shall have no authority to award any consequential, special or punitive damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Deposit Agreement.

In the event any third-party action or proceeding is instituted against the Depositary relating to or arising from any act or failure to act by the Company, the Company hereby submits to the personal jurisdiction of the court or administrative agency in which such action or proceeding is brought.

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EXHIBIT 4.4

TECHFAITH WIRELESS COMMUNICATION
TECHNOLOGY LIMITED

NOTE SUBSCRIPTION AND RIGHTS AGREEMENT

Dated April 9, 2004


TABLE OF CONTENTS

                                                                                                       Page

1.    DEFINITIONS AND INTERPRETATION.....................................................................2


2.    SUBSCRIPTION AND ISSUANCE OF NOTES................................................................10


3.    REPRESENTATIONS AND WARRANTIES....................................................................15


4.    TRANSFER RESTRICTIONS.............................................................................16


5.    RIGHT OF REPURCHASE...............................................................................17


6.    RIGHT OF FIRST REFUSAL............................................................................18


7.    RIGHT OF CO-SALE..................................................................................20


8.    DRAG-ALONG RIGHT..................................................................................21


9.    PARTICIPATION RIGHT...............................................................................22


10.   INFORMATION AND INSPECTION RIGHTS.................................................................24


11.   REGISTRATION RIGHTS...............................................................................25


12.   BOARD OF DIRECTORS................................................................................38


13.   PROTECTIVE PROVISIONS (NEGATIVE COVENANTS)........................................................38


14.   NON-COMPETE AND NON-SOLICITATION..................................................................41


15.   REORGANISATION....................................................................................42


16.   OTHER COVENANTS...................................................................................42


17.   CONFIDENTIALITY...................................................................................45


18.   EXPENSES..........................................................................................46


19.   MISCELLANEOUS.....................................................................................47

EXHIBIT A - SCHEDULE OF INVESTORS
EXHIBIT B - FORM OF REDEEMABLE CONVERTIBLE NOTE
EXHIBIT C - DISCLOSURE SCHEDULE
EXHIBIT D - SCHEDULE OF REPRESENTATIONS AND WARRANTIES EXHIBIT E - EXISTING AND PROPOSED GROUP STRUCTURE AND REORGANISATION EXHIBIT F - LIST OF KEY EMPLOYEES


This Note SUBSCRIPTION AND RIGHTS AGREEMENT (the "AGREEMENT") is made the 9th day of April 2004

BETWEEN:

(1) HTF 7 LIMITED, a limited liability company organised and existing under the laws of the Cayman Islands ("HSBC");

(2) SEABRIGHT CHINA SPECIAL OPPORTUNITIES (I) LIMITED, a company incorporated in the British Virgin Islands and having its registered office at 125 Main Street, P.O. Box 144, Road Town, Tortola, British Virgin Islands ("SEABRIGHT");

(3) INTEL CAPITAL CORPORATION, a limited liability company organised and existing under the laws of the Cayman Islands ("INTEL"); and

(4) QUALCOMM INCORPORATED, a Delaware corporation ("QUALCOMM")

(parties (1) to (4) each an "INVESTOR" and together the "INVESTORS");

(5) TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED, a company incorporated under the laws of the British Virgin Islands, whose registered office is at P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin Islands (the "COMPANY");

(6) GREAT EARNEST TECHNOLOGY LIMITED, a company incorporated under the laws of the British Virgin Islands ("GREAT EARNEST");

(7) BEIJING TECHFAITH R&D CO., LTD., a limited liability company established under the laws of the People's Republic of China, the legal address of which is at No. 1 Jiu Xian Qiao East Road, Chao Yang District, Beijing 100016 ("BEIJING TECHFAITH");

(8) LEO TECHNOLOGY LIMITED, a company incorporated under the laws of the British Virgin Islands ("LEO");

(9) CENTEL TECHNOLOGY R&D CO., LTD., a limited liability company established under the laws of the People's Republic of China, the legal address of which is at No. 1 Jiu Xian Qiao East Road, Chao Yang District, Beijing 100016 ("CENTEL"); and

(10) STEP TECHNOLOGIES (BEIJING) CO., LTD., a limited liability company established under the laws of the People's Republic of China, the legal address of which is at Rm. 4, West Building M-8, No. 1 Jiu Xian Qiao East Road, Chao Yang District, Beijing 100016 ("STEP TECHNOLOGIES");

(11) FINEST TECHNOLOGY LIMITED, a company incorporated under the laws of the British Virgin Islands ("FINEST TECHNOLOGY")

(12) LEADTECH COMMUNICATION TECHNOLOGY (SHANGHAI) LIMITED, a limited liability company established under the laws of the People's Republic of China,


the legal address of which is at 6F/8#, Riverfront, Harbor, No. 3000 Longdong Avenue, Pudong, Shanghai, China ("LEADTECH");

(13) DONG DEFU, an individual;

(14) LIU CANGSONG, an individual;

(15) HE CHANGKE, an individual; and

(16) HUO BAOZHUANG, an individual;

(parties (13) to (16) each a "FOUNDER" and together the "FOUNDERS");

(17) TAN WENSHENG, an individual; and

(18) WU KEBO, an individual;

(parties (17) to (18) each an "INITIAL SHAREHOLDER" and together the "INITIAL
SHAREHOLDERS").

RECITALS:

(A) WHEREAS, the Investors intend to lend to the Company in cash, or through the cancellation of existing indebtedness, an aggregate of US$14,000,000, each in the amount set forth on the Schedule of Investors attached hereto as Exhibit A (the "SCHEDULE OF INVESTORS");

(B) WHEREAS, in return for such loans, the Company intends to issue to the Investors redeemable convertible notes totalling US$14,000,000; and

(C) WHEREAS, in connection with, and in consideration of the subscription of the Notes, the Group, the Founders, and the Initial Shareholders have agreed to give certain representations and warranties, undertakings, covenants, and indemnities as set out in this Agreement.

NOW IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

(A) In this Agreement, including the recitals and the Exhibits, unless the context otherwise requires, the following terms have the respective meanings set opposite them:

"Affiliate"                    means, with respect to any entity, any
                               other entity directly or indirectly
                               controlling, controlled by, or under
                               common control with the first entity
                               (for the purpose of this definition,
                               "control" shall mean the power, whether
                               held directly or indirectly, to exercise
                               or control the right to vote attached to
                               50% or more of the Equity Interest or to
                               appoint one half or more of

                               the number of directors to the board or
                               other governing body of the entity) and,
                               in the case of any Investor that is an
                               investment fund or (or a subsidiary of
                               an investment fund), the term
                               "Affiliate" shall include any other
                               investment fund (or a subsidiary of any
                               such investment fund) managed by the
                               same manager of such Investor (or, if
                               such Investor is a subsidiary of an
                               investment fund, the same manager of the
                               investment fund of which such Investor
                               is a subsidiary) and any person who
                               succeeds such manager as the manager of
                               such investment fund;

"Applicable Laws"              means, with respect to any Person, all
                               provisions of laws, statutes,
                               ordinances, rules, regulations, permits,
                               certificates or orders of any
                               Governmental Authority applicable to
                               such Person or any of its assets or
                               property or to which such Person or any
                               of its assets or property is subject,
                               and all judgments, injunctions, orders
                               and decrees of all courts and
                               arbitrators in proceedings or actions in
                               which such Person is a party or by which
                               it or any of its assets or properties is
                               or may be bound or subject;

"Board Observer"               has the meaning ascribed thereto in
                               Clause 12(c) of this Agreement;

"Business Day"                 means any day (excluding Saturdays,
                               Sundays and public holidays in Hong
                               Kong) on which banks generally are open
                               for business in Hong Kong;

"Cause"                        means dishonesty, fraud, misconduct,
                               unauthorised use or disclosure of
                               confidential information or trade
                               secrets, or conviction or confession of
                               a crime punishable by law (except minor
                               violations), in each case as determined
                               by the Board of Directors of the
                               Company, and its determination shall be
                               conclusive and binding;

"Claim"                        means any claim, demand, assessment,
                               judgment, order, decree, action, cause
                               of action, litigation, suit,
                               investigation or other Proceeding;

"Company"                      Techfaith Wireless Communication
                               Technology Limited (fka Techfaith
                               Holdings Limited), a


                               company incorporated under the laws of
                               the British Virgin Islands, whose
                               registered office is at P.O. Box 957,
                               Offshore Incorporation Centre, Road
                               Town, Tortola, British Virgin Islands;

"Constitutional Documents"     has the meaning ascribed thereto in
                               Clause 1.1(c) of the Warranty Schedule;

"Contracts"                    has the meaning ascribed thereto in
                               Clause 1.6(a)(iii) of the Warranty
                               Schedule;

"Conversion Shares"            the shares issued or issuable upon the
                               conversion of the Notes;

"Disclosure Schedule"          the Disclosure Schedule attached hereto
                               as Exhibit C;

"Equity Interest"              means (i) with respect to a corporation,
                               any and all issued and outstanding (or
                               if applicable, in issue and credited as
                               fully paid) shares, and warrants,
                               options, rights to acquire shares,
                               rights to participate in the profits of
                               such corporation and any other security
                               or right convertible or exchangeable
                               into or exercisable for any shares or
                               right to participate in the profits of
                               such corporation; (ii) with respect to a
                               PRC foreign invested enterprise, any and
                               all contributed registered capital, and
                               warrants, options, rights to
                               contribute/acquire registered capital,
                               rights to participate in the profits of
                               such PRC foreign invested enterprise,
                               and any other security or right
                               convertible or exchangeable into or
                               exercisable for any registered capital
                               or right to participate in the profits
                               of such PRC foreign invested enterprise;
                               and (iii) with respect to a partnership,
                               limited liability company or similar
                               Person, any and all units, interests, or
                               other equivalents of, or other ownership
                               interests in any such Person and
                               warrants, options, rights to acquire any
                               such units or interests, rights to
                               participate in the profits of such
                               partnership and any other security or
                               right convertible or exchangeable into
                               or exercisable for any units, interests,
                               or other equivalents of, or right to
                               participate in the profits of such
                               partnership;

"Exchange"                     The Stock Exchange of Hong Kong Limited
                               and/or any other internationally
                               recognised stock exchange as the Company
                               may reasonably select;

"Executive Director"           a director that is also an employee of a
                               Group Company;

"Financial Statements"         has the meaning ascribed thereto in
                               Clause 1.9(a) of the Warranty Schedule;


"Group"                        the Company and all direct or indirect
                               Subsidiaries of the Company;

"Governmental Authority"       means any government or political
                               subdivision thereof, whether on a
                               federal, state, provincial, municipal or
                               local level and whether executive,
                               legislative or judicial in nature,
                               including any agency, authority, board,
                               bureau, commission, court, department or
                               other instrumentality thereof;

"Group Companies"              the Company, or any direct or indirect
                               Subsidiary of the Company;

"Hong Kong"                    the Hong Kong Special Administration
                               Region of the PRC;

"HK GAAP"                      means generally accepted accounting
                               principles in Hong Kong;

"Intellectual Property Rights" means all industrial and intellectual
                               property rights, including, without
                               limitation, software rights, software
                               licences, patents, patent applications,
                               patent rights, patent licenses,
                               trademarks (whether or not registered),
                               trademark applications, maskworks,
                               internet domain names, internet domain
                               name rights, trade names, service marks
                               (whether or not registered), service
                               mark applications, copyrights (whether
                               or not registered), copyright
                               applications, know-how, trade secrets,
                               enterprise name, logos, proprietary
                               processes and formulae, confidential
                               information, franchises, licenses,
                               inventions, instructions, marketing
                               materials, trade dress, product
                               configurations, brands and designs and
                               all documentation and media
                               constituting, describing or relating to
                               the foregoing, including manuals,
                               memoranda and records;

"IPO"                          the allotment and issue date of the firm
                               commitment underwritten initial public
                               offering

                               of shares in the Company or the Listing
                               Company on the Exchange;

"Lien"                         any lien, encumbrance, mortgage, pledge,
                               hypothecation, charge (whether fixed or
                               floating or otherwise), right of first
                               refusal, lease, license, adverse claim,
                               or other conflicting ownership affecting
                               title or resulting in a charge against
                               real or personal property, or security
                               interest of any kind (including, without
                               limitation, any conditional sale or
                               other title retention agreement, any
                               lease in the nature thereof, any option
                               or other agreement to sell);

"Listing Company"              either the Company or a 100% parent of
                               the Company, that is used as the listing
                               vehicle for an IPO on the Exchange.

"Material Adverse Change"      any change, event or effect that
                               individually or in the aggregate might
                               have a material adverse effect on the
                               Group's business, results of operations,
                               assets, or financial condition, or the
                               transactions contemplated by this
                               Agreement;

"NAV"                          net asset value;

"NEC"                          has the meaning ascribed thereto in
                               Clause 1.2(h)(i) of the Warranty
                               Schedule;

"NewCo"                        has the meaning ascribed thereto in
                               Clause 15(B) of this Agreement;

"Non-Compete Period"           the period from the date of this
                               Agreement to the one year anniversary of
                               the termination of a Founder's
                               employment or service relationship with
                               all Group Companies;

"Notes"                        the redeemable convertible notes issued
                               by the Company and subscribed by the
                               Investors in an aggregate principal
                               amount of US$14,000,000, in
                               substantially the form attached to this
                               Agreement as Exhibit B;

"New Securities"               has the meaning ascribed thereto in
                               Clause 9(B) of this Agreement;

"Obligors"                     has the meaning ascribed thereto in
                               Clause 1.4 of the Warranty Schedule;


"Ordinary Shares"              the ordinary shares having a par value
                               of US$1.00 each in the share capital of
                               the Company;

"Permitted Transfers"          Transfers made (a) pursuant to Clauses
                               5, 6, 7 or 8 of this Agreement, (b)
                               solely for purposes of the
                               Reorganisation (strictly pursuant to
                               Clause 15), or (c) to a trust for which
                               the transferor and his or her immediate
                               family (meaning, spouse and children)
                               are the sole beneficiaries; provided
                               that in each case the Transferee agrees
                               in writing to be subject to the same
                               Transfer restrictions of this Agreement
                               as are applicable to the transferor;

"Person"                       shall be construed as broadly as
                               possible and shall include an
                               individual, a partnership (including a
                               limited liability partnership), a
                               company, an association, a joint stock
                               company, a limited liability company, a
                               trust, a joint venture (including a
                               sino-foreign equity joint venture), an
                               unincorporated organisation and a
                               governmental authority;

"PRC"                          the People's Republic of China;

"PRC Subsidiaries"             refers to Beijing Techfaith, Centel,
                               STEP Technologies and Leadtech;

"Proceeding"                   means any legal, administrative or
                               arbitration action, suit, complaint,
                               charge, hearing, inquiry, investigation
                               or proceeding (including any partial or
                               threatened proceedings);

"Pro Rata Participation Share" the ratio of (a) the number of Ordinary
                               Shares that would be held by an Investor
                               if all Notes held by such Investor were
                               fully converted, to (b) the total number
                               of Ordinary Shares of the Company,
                               assuming conversion of all convertible
                               securities including all Notes held by
                               all Investors, immediately prior to the
                               issuance of New Securities giving rise
                               to the Right of Participation;

"Pro Rata Portion"             the ratio of (a) the number of Shares
                               held by an Investor plus the number of
                               Shares issuable upon conversion of Notes
                               then held by such Investor, to (b) the
                               number of Shares held by all Investors
                               plus the number of Shares issuable


                               upon conversion of the outstanding Notes
                               then held by all Investors;

"Qualified IPO"                allotment and issue date of any IPO
                               undertaken by the Listing Company where:

                               (a)    the public float following such
                                      IPO equals or exceeds 25% of the
                                      total issued share capital of the
                                      Listing Company at the time of
                                      IPO;

                               (b)    shares offered under the IPO have
                                      been offered through one or more
                                      reputable investment or merchant
                                      banks or securities firms both to
                                      international and domestic
                                      investors and at investor
                                      presentations held in one or more
                                      principal financial centres;

                               (c)    there is a sufficient spread of
                                      shareholders which meets the
                                      requirements of the Exchange; and

                               (d)    (i) in the event the IPO takes
                                      place on or before March 31,
                                      2005, the IPO offer size, for a
                                      25% public float, shall not be
                                      less than US$70,000,000 and the
                                      indicative post-offering market
                                      capitalization of the Listing
                                      Company (based on the IPO
                                      offering price) shall not be less
                                      than US$300,000,000; or

                                      (ii) in the event the IPO takes
                                      place after March 31, 2005, the
                                      IPO offer size, for a 25% public
                                      float, shall not be less than
                                      US$95,800,000 and the indicative
                                      post-offering market
                                      capitalization of the Listing
                                      Company (based on the IPO
                                      offering price) shall not be less
                                      than US$383,300,000;

"Qualified Trade Sale"         the completion date for the sale of all
                               outstanding Shares of the Company
                               (including any Conversion Shares), or
                               sale of all or substantially all assets
                               of the Company or all Group Companies,
                               where the consideration payable for all
                               outstanding Shares of the Company or for
                               such assets shall be at least (i) on or
                               before March 31, 2005, US$240,000,000,
                               and (ii) after March 31, 2005,
                               US$300,000,000;


"SAFE"                         the State Administration for Foreign
                               Exchange of the PRC;

"SEABRIGHT Notes"              has the meaning ascribed thereto in
                               Clause 2(F)(xiv);

"Shares"                       any shares of the Company or securities
                               convertible into shares of the Company
                               (or any interest therein, any right
                               attaching thereto or any economic
                               benefit thereof);

"Six Shareholders"             the Founders and the Initial
                               Shareholders, collectively;

"Special Shareholder"          Mr. Tan Wensheng.

"Subsidiary"                   Great Earnest, Leo, Finest Technology,
                               STEP Technologies, Beijing Techfaith,
                               Centel, and Leadtech, and any subsidiary
                               of the Company and for this purpose
                               "Subsidiary" has the meaning ascribed
                               thereto in the Companies Ordinance
                               (Chapter 32 of the Laws of Hong Kong)
                               and "Subsidiaries" shall be construed
                               accordingly;

"Taxes"                        any federal, state, provincial, local or
                               municipal income, gross receipts,
                               license, payroll, employment, excise,
                               severance, stamp, occupation, premium,
                               windfall profits, environmental, customs
                               duties, capital stock, franchise,
                               profits, withholding, social security
                               (or similar), unemployment, disability,
                               real property, personal property, sales,
                               use, transfer, registration, value
                               added, alternative or add-on minimum, or
                               estimated, tax, levy, duty or any other
                               form of taxation of any kind whatsoever,
                               including any interest, penalty, or
                               addition thereto, whether disputed or
                               not and any expenses incurred in
                               connection with the determination,
                               settlement or litigation of any Tax
                               liability;

"Transactions"                 has the meaning ascribed thereto in
                               Clause 1.4 of the Warranty Schedule;

"Transfer"                     the act of directly or indirectly,
                               voluntarily or involuntarily selling,
                               assigning, mortgaging, charging,
                               transferring, pledging, hypothecating,
                               or otherwise disposing of;

"Transferee"                   any Person to whom any Founder or
                               Initial Shareholder has directly or
                               indirectly transferred any Shares; and

"Warranty Schedule"            the Schedule of Representations and
                               Warranties attached hereto as Exhibit D.


(B) In this Agreement, including the recitals and the Exhibits, unless the context otherwise requires:

i. references to "Clauses" and "Exhibits" are references to clauses of, and the exhibits to, this Agreement;

ii. references to this Agreement include this Agreement, the Exhibits and all other documents executed in accordance with this Agreement and expressed to be supplemental to this Agreement;

iii. headings are for convenience only and shall not limit, extend, vary or otherwise affect the construction of any provision of this Agreement;

iv. words and expressions importing the singular include the plural and vice versa;

v. words and expressions importing one gender include both genders and the neuter;

vi. where any word or expression is given a defined meaning, any other grammatical form of such word or expression (as the case may be) shall have a corresponding meaning;

vii. references to statutory provisions shall be construed as references to those provisions as respectively amended or re-enacted (whether before or after the date of this Agreement) from time to time and shall include any provision of which they are re-enactments (whether with or without modification) and any subordinate legislation made under such statutory provisions; and

viii. references to anything which any party is required to do or not to do shall include its acts, defaults and omissions, whether:

(a) direct or indirect;

(b) on its own account; or

(c) for or through any other Person,

and shall include acts, defaults and omissions which it permits or suffers to be done or not done by any other Person.

2. SUBSCRIPTION AND ISSUANCE OF NOTES

(A) The Investors agree, on the terms and subject to the conditions specified in this Agreement, to lend to the Company in cash or via the cancellation of existing indebtedness, the amounts set forth opposite each Investor's name in the Schedule of Investors.

(B) In return for the consideration provided by each Investor, the Company shall issue to such Investor a redeemable convertible note in substantially the form attached hereto as Exhibit B.


(C) Each such Note shall have a principal balance equal to one hundred percent (100%) of the aggregate amount of consideration provided by such Investor (the "INVESTMENT AMOUNT"), shall be convertible into Ordinary Shares on terms more fully described in the Note, and shall be dated as of the date such consideration is provided to the Company.

(D) The closing (the "CLOSING") of the subscription and issuance of the Notes will be held at the offices of HSBC in Hong Kong at 11:00 a.m. on April 16, 2004 or on such other date and time as is mutually agreed upon by the Company and the Investors; provided, however, that Closing shall actually be deemed to have occurred for purposes of this Agreement only as specified in Clause 2(E)(iii) below. This Agreement will immediately terminate (i) with respect to any Investor that fails to participate in the Closing, except as otherwise provided in Clause 2(E)(iv), and such party shall no longer be considered an Investor hereunder, or (ii) if Closing has not occurred by April 27, 2004, unless agreed upon in writing by the Company and all Investors.

(E) In connection with Closing, the delivery of the Investors' respective Investment Amounts and the issuance of the Notes shall take place in strict accordance with the provisions of this Clause 2(E). Each Investor's obligation to deliver the Investment Amount listed opposite its name in the Schedule of Investors shall be several and not joint, such that no Investor is obligated to make up any part of another Investor's Investment Amount that is not funded.

(i) As provided in Clause 2(F)(xiv), SEABRIGHT shall deliver the SEABRIGHT Notes to the Company for cancellation upon Closing, together with SEABRIGHT's confirmation of its agreement to the cancellation of the SEABRIGHT Notes. Such delivery shall fully satisfy SEABRIGHT's obligation to pay its Investment Amount.

(ii) Upon satisfaction of the conditions specified in Clause 2(F)(or waiver thereof by all the Investors), INTEL and QUALCOMM shall each deliver their respective Investment Amount to the Company by telegraphic transfer to the following bank account of the Company, or to such other bank account as the Company may notify INTEL and QUALCOMM in writing (the "COMPANY BANK ACCOUNT"):

Bank:                     Industrial and Commercial Bank of China (Asia) Limited
Account Name:             Techfaith Wireless Communication Technology Limited
Foreign Currency S/A No:  072-868-40001211
SWIFT Code:               UBHKHKHH
Bank Address:             8 Causeway Road, Causeway Bay, Hong Kong.

(iii) Upon the Company's receipt of fax copies of TT wire confirmation documents evidencing that both INTEL's and QUALCOMM's respective Investment Amounts have been transmitted via telegraphic transfer to the Company Bank Account, Closing will be deemed to have occurred. For purposes of this Clause 2(E), "TT wire confirmation documents" shall mean irrevocable instructions issued to an Investor's bank to transfer such Investor's Investment Amount via telegraphic transfer.

(iv) Upon Closing, HSBC shall have an unconditional obligation to deliver its Investment Amount to the Company by telegraphic transfer to the Company Bank Account no later than April 26, 2004 (the "HSBC FUNDING OBLIGATION"). Upon the receipt by the Company, INTEL, and QUALCOMM of fax copies of TT wire confirmation documents evidencing that


HSBC's Investment Amount has been transmitted by telegraphic transfer to the Company Bank Account, the HSBC Funding Obligation shall be deemed fully satisfied.

(v) Upon Closing, the Company shall deliver to Stephenson Harwood & Lo, at 18/F Edinburgh Tower, The Landmark, 15 Queen's Road Central, Hong Kong, executed Notes issued in the names of INTEL and QUALCOMM, respectively, with principal amounts equal to INTEL's and QUALCOMM's respective Investment Amounts. Within one (1) Business Day following the date that INTEL's and/or QUALCOMM's respective Investment Amount, as the case may be, is actually received in the Company Bank Account, the Note issued to such Investor shall be hand-delivered by Stephenson Harwood & Lo to Perkins Coie, at 25/F Three Exchange Square, 8 Connaught Place, Central, Hong Kong, for delivery to such Investor.

(vi) Upon Closing, the Company shall deliver to SEABRIGHT an executed Note issued in the name of SEABRIGHT with a principal amount equal to SEABRIGHT's Investment Amount, and simultaneously with such delivery, the SEABRIGHT Notes shall be cancelled and superseded by the Note delivered to SEABRIGHT.

(vii) Upon Closing, the Company shall deliver to Stephenson Harwood & Lo an executed Note issued in the name of HSBC with a principal amount equal to HSBC's Investment Amount. Within one (1) Business Day following the date that HSBC's Investment Amount is actually received in the Company Bank Account, such Note shall be hand-delivered by Stephenson Harwood & Lo to Perkins Coie for delivery to HSBC.

(viii) In the event that the HSBC Funding Obligation has not been fully satisfied on or before April 26, 2004, each of INTEL and QUALCOMM (but not SEABRIGHT) shall have an independent right, but not an obligation, to deliver a written notice (a "PAYMENT NOTICE") to HSBC demanding payment of an amount equal to such Investor's respective Investment Amount (a "PAYMENT DEMAND" and the Investor making a Payment Demand, a "DEMANDING INVESTOR").

(ix) Within five (5) Business Days of the receipt of a Payment Notice, HSBC shall pay to the Demanding Investor such Demanding Investor's Investment Amount. Payment shall be made via telegraphic transfer to the bank account specified in the Payment Notice by the Demanding Investor. Upon receipt by the Demanding Investor of fax copies of TT wire confirmation documents evidencing that HSBC has transmitted the Demanding Investor's Investment Amount to the bank account specified in the Payment Notice, such Demanding Investor shall immediately deliver to HSBC the Note representing such Demanding Investor's Investment Amount, together with an executed transfer form with respect thereto. Notwithstanding the foregoing, if HSBC satisfies in full the HSBC Funding Obligation prior to the expiration of the five (5) Business Day period specified in this Clause 2(E)(ix), the Payment Demand shall be immediately and automatically revoked, HSBC shall have no further obligations with respect to such Payment Demand, and the Demanding Investor shall have no further right to payment from HSBC, or any right to bring any Claim against HSBC relating to the Payment Demand or the HSBC Funding Obligation.

(x) The rights of INTEL and QUALCOMM to make a Payment Demand or to bring any Claim against HSBC relating to a Payment Demand or the HSBC Funding Obligation, shall terminate immediately upon the satisfaction in full of the HSBC Funding Obligation.


(xi) In the event of (a) the failure of HSBC to fully satisfy the HSBC Funding Obligation, and/or (b) the discharge by HSBC of one or more Payment Demands in accordance with Clause 2(E)(ix) above, the Company and each of the Investors agree to execute such documents and instruments, including without limitation, an amendment to this Agreement, as may be necessary or appropriate in connection with such event(s).

(F) The Investors shall be under no obligation to proceed to the Closing or to purchase the Notes, unless and until all of the following shall have occurred, except as waived in writing by all of the Investors:

i. All legal, financial, business and other due diligence being performed to the reasonable satisfaction of the Investors and any corrective items identified by any Investor shall have been corrected to all Investors' satisfaction;

ii. The delivery to the Investors of consolidated financial statements of the Group, as audited by Deloitte Touche Tohmatsu (the "AUDIT REPORT") for the nine months ended December 31, 2003, which shows that the Group's NAV as of December 31, 2003, and profit after tax for the nine months ended December 31, 2003, are at least RMB100 million and RMB65 million respectively;

iii. Discussions regarding the Audit Report between the Investors and Deloitte Touche Tohmatsu being performed to the reasonable satisfaction of the Investors;

iv. There shall have been no Material Adverse Change since the date of this Agreement;

v. Except as set forth in a supplemental Disclosure Schedule dated as of Closing and attached to the certificate described in Clause 2(F)(vii), all representations and warranties of Group and the Founders contained herein shall be true, accurate and complete in all material respects on and as of Closing with the same effect as though such representations and warranties had been made on and as of the date of Closing;

vi. The Group and each of the Six Shareholders shall have fully and timely performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by him or it on or before Closing;

vii. A duly authorised officer of the Company and each of the Founders shall have executed and delivered to the Investors at Closing a certificate, with faxed or original signatures (with the originals to follow as soon as practicable after Closing), stating on behalf of the Company that the conditions specified in Clauses 2(F)(iv), 2(F)(v), 2(F)(vi), and 2(F)(xix) have been fulfilled ;

viii. All necessary resolutions (whether directors or shareholders resolutions as the case may be) of the Company have been passed in order to approve the issuance of the Notes, the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby and thereby;


ix. Delivery to the Investors of faxed copies of certificates of good standing for the Company, Leo, Great Earnest, and Finest Technology issued by Registrar of Companies of the British Virgin Islands certifying that the each was duly constituted, paid all required fees and is in good legal standing (with the originals to follow as soon as practicable after Closing);

x. Faxed copies of legal opinions by PRC and BVI counsel to the Company dated as of the date of Closing and addressed to the Investors in form and substance reasonably satisfactory to the Investors have been provided to the Investors (with originals or certified copies to follow as soon as practicable after Closing);

xi. Delivery to the Investors of certified copies of each Group Company's Memorandum and Articles of Association or other Constitutional Documents, in effect as of the date of Closing;

xii. This Agreement and the Notes (pending delivery) have been duly executed by the Company;

xiii. The persons listed in Exhibit F (the "KEY EMPLOYEES") have entered into service agreements with the Company in a form reasonably agreed upon with the Investors;

xiv. SEABRIGHT shall have delivered all of its existing convertible notes (the "SEABRIGHT NOTES"), in the aggregate principal amount of US$4,000,000, to the Company for cancellation at the Closing, and SEABRIGHT shall have confirmed in writing that its rights and obligations relating to the SEABRIGHT Notes are superseded in their entirety by this Agreement at the Closing;

xv. None of HSBC, SEABRIGHT, INTEL or QUALCOMM shall have indicated to the other Investors that it will not be investing (or in the case of SEABRIGHT, cancelling SEABRIGHT Notes) in the amount of US$4,000,000, US$4,000,000, US$4,000,000 and US$2,000,000, respectively, subject to the satisfaction of the conditions in Clause 2(F);

xvi. The Investors shall have been provided with evidence reasonably satisfactory to them that any and all litigation against any Group Company or their Affiliates or past joint venture companies established by any Group Company (specifically including without limitation the claims by CECW
[CHINESE CHARACTERS]) have been finally and unconditionally resolved and all related proceedings withdrawn or dismissed with prejudice, including delivery of a faxed copy of PRC legal opinion from the Company's legal counsel in form and substance satisfactory to the Investors in relation to the resolution of such litigation (with a original or certified copy to follow as soon as practicable after Closing;

xvii. As of Closing the organisation of the Group and the respective ownership percentages on a fully-diluted basis shall be as depicted in the diagram entitled "Group structure immediately after conversion of Notes and before IPO" in


the Existing and Proposed Group Structure and Reorganisation attached hereto as Exhibit E, except for the conversion of Notes;

xviii. QUALCOMM and the Company shall have entered into a DMSS6050/6025 Software Agreement which will enable the Company to use certain QUALCOMM software in connection with its business and which also will reflect the commitments outlined in the Memorandum of Understanding between QUALCOMM and the Company dated December 25, 2003; and

xix. Each Group Company shall have obtained any and all consents and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement including, but not limited to, all necessary PRC government approvals to permit the investment in the PRC Subsidiaries of the proceeds from the issuance of the Notes, except for the approvals in relation to the transmission of funds into the PRC and the approval to increase the registered capital of Leadtech from US$2,400,000 to US$4,000,000.

3. REPRESENTATIONS AND WARRANTIES

(A) In consideration of the Investors agreeing to enter into or become party to this Agreement and to subscribe for Notes pursuant hereto, except as set forth in the Disclosure Schedule attached hereto as Exhibit C, each of the Company and the Founders hereby jointly and severally represents and warrants to the Investors in the terms set out in the Schedule of Representations and Warranties, attached hereto as Exhibit D in respect of all matters relating to the Group and the Founders, provided that no Group Company makes any representation or warranty with respect to any Founder, and no Founder makes any representation or warranty with respect to another Founder.

(B) The Initial Shareholders hereby represent and warrant to the Investors that the Agreement has been duly and validly executed and delivered by each of the Initial Shareholders or by their attorney-in-fact pursuant to a duly and validly executed and legally binding power of attorney, and constitutes the legal, valid and binding obligation of the Initial Shareholders, enforceable against each of the Initial Shareholders in accordance with their terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors' rights generally and to general equitable principles.

(C) The liabilities of the Company, the Founders and the Initial Shareholders under the representations and warranties set out in Exhibit D and under Clauses 3(A) and (B) and under Clause 16(F) shall be limited as follows:

i. no liability shall in any event arise in respect of any Claim under the representations and warranties unless the loss sustained by the Investors (together with the aggregate amount of loss sustained arising from previous breaches of representations and warranties, if any) shall exceed an aggregate sum of US$25,000 and in the event that such aggregate sum is exceeded, the Investors shall, subject to this Clause, be entitled to claim for sums payable including the first US$25,000 thereof;


ii. the aggregate liability of the Company, the Founders and the Initial Shareholders in respect of all the Claims under Clauses 3(A) and (B) and Clause 16(F) shall not exceed (a) until the first anniversary of the date of Closing, US$16,100,000, (b) between the first anniversary of the date of Closing and the second anniversary of the date of Closing, US$18,510,000, and (c) after the second anniversary of the date of Closing, US$21,290,000, and the aggregate liability in respect of all the Claims by any Investor, shall not exceed such Investor's Pro Rata Portion of the amounts specified for each period in this Clause 3(C)(ii);

iii. For purposes of determining the appropriate amount of liability pursuant to Clause 3(C)(ii), the reference date shall be the date of written settlement or judgment for the respective Claim at issue; and

iv. in the absence of fraud, dishonesty or willful concealment on the part of the Company, the Founders and/or the Initial Shareholders in respect of any potential liabilities under this Clause 3(C) and Clause 16(F), no Claim shall be brought by the Investors against the Company, the Founders and/or the Initial Shareholders and/or unless notice of any such Claim (specifying in reasonable detail the nature of the breach) has been given to the Company, the Founders and/or the Initial Shareholders on or prior to the third anniversary of Closing.

(D) the aggregate liability of the Investors in respect of any and all Claims relating to this Agreement shall be US$14,000,000, and the aggregate liability in respect of any and all such Claims against an individual Investor shall be such Investor's Investment Amount, with any amounts under this Clause 3(D) payable solely by way of offset and cancellation in whole or in part of the relevant Investor's Notes in the amount of any written settlement or judgment.

4. TRANSFER RESTRICTIONS

(A) Except for Permitted Transfers, the Founders shall not transfer, assign, encumber or otherwise dispose of any Shares prior to an IPO.

(B) Except for Permitted Transfers, the Initial Shareholders shall not Transfer or assign any Shares to any proposed Transferee prior to an IPO unless and until such Initial Shareholder has received the written approval and acknowledgement of the Company that such proposed Transferee is not a competitor of the Company.

(C) The Company covenants that no Transfer of Shares in contravention of this Agreement shall be given effect by the Company and that the Company shall not (i) register on its books or any share register any Transfer of Shares in contravention of this Agreement, or (ii) treat as the owner of Shares, or otherwise accord voting, dividend or liquidation rights to, any Transferee to whom Shares have been Transferred in contravention of this Agreement.

(D) There are no Transfer restrictions on the Notes or any Shares held by the Investors.

(E) Any Transfer of title or beneficial ownership of shares of the Company upon default, foreclosure, forfeit, court order, or otherwise than by a voluntary decision on the part


of any shareholder of the Company (other than the Investors), other than any Transfer upon death or any Transfer to the Investors in accordance with the terms this Agreement (an "INVOLUNTARY TRANSFER"), shall be void to the extent permitted by applicable law. Upon the Involuntary Transfer of any shares of the Company, such shareholder shall promptly (but in no event later than five (5) Business Days after such Involuntary Transfer) furnish written notice to the Company, all other shareholders of the Company and all other parties to this Agreement indicating that the Involuntary Transfer has occurred, specifying the name of the Person to whom such shares have been Transferred, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer.

5. RIGHT OF REPURCHASE

(A) One hundred percent (100%) of any Shares held by a Founder shall initially be considered "Restricted Shares" and shall be subject to a right (but not an obligation) of repurchase by the Company (the "RIGHT OF Repurchase"). Shares which are no longer subject to the Right of Repurchase shall cease to be Restricted Shares.

(B) The Right of Repurchase with respect to a Founder shall be exercisable only during the 60-day period next following the date when such Founder's service terminates for Cause.

(C) The Right of Repurchase shall lapse with respect to one-third (1/3rd) of the initial Restricted Shares on each anniversary of the Closing (and such Shares shall cease to be Restricted Shares) such that all Shares held by the Founders will be free of the Right of Repurchase on the third anniversary of the Closing. Notwithstanding the foregoing, upon the occurrence of the Qualified IPO, one hundred percent (100%) of any then remaining Restricted Shares shall cease to be subject to the Right of Repurchase.

(D) If the Company exercises the Right of Repurchase with respect to a Founder's Restricted Shares, it shall pay such Founder an amount in cash or cash equivalents (which cash equivalent shall be acceptable to the Founder) equal to such Founder's original purchase price for the Shares so repurchased by the Company.

(E) The Right of Repurchase shall be exercisable only by the Company delivering a written notice to such Founder prior to the expiration of the 60-day period specified in Clause 5(B) above, upon which, such Founder shall immediately (but no later than the close of business on the date specified for the repurchase which date shall not be earlier than the 7th day after receipt of the said written notice) deliver to the Company the certificate(s) representing the Restricted Shares to be repurchased, properly endorsed for transfer. The Company shall, concurrently with the receipt of such certificate(s), pay to such Founder the purchase price determined according to Clause 5(D) above. Payment shall be made in cash or cash equivalents (which cash equivalent shall be acceptable to the Founder) or by cancelling existing indebtedness to the Company incurred by such Founder in the subscription of Shares. The Right of Repurchase shall lapse with respect to any Restricted Shares for which it has not been timely exercised pursuant to this Clause 5(E).


(F) In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) that by reason of such transaction are distributed with respect to any Restricted Shares or into which such Restricted Shares thereby become convertible shall immediately be subject to the Right of Repurchase. After each such transaction, appropriate adjustments shall be made to the price per share to be paid upon the exercise of the Right of Repurchase in order to reflect any change in the Company's outstanding securities effected without receipt of consideration therefor; provided, however, that the aggregate purchase price payable for the Restricted Shares shall remain the same.

(G) If after the Company exercises its Right of Repurchase, a Founder fails to transfer the subject Restricted Shares, the Company may hold the consideration for the purchased Restricted Shares on behalf of the Founder and the Founder shall be deemed to have appointed any one director of the Company or the Company secretary as his agent to execute any transfer instrument(s) or other agreement required to evidence the transfer of the Restricted Shares, or the cancellation of amounts owed by the Founder to the Company and, upon execution of such transfer documents, the Company shall hold the consideration in trust for the Founder and the Founder shall have no further rights with respect to the Restricted Shares purchased by the Company.

(H) Notwithstanding any provision to the contrary, Founders may not transfer Restricted Shares to any Transferee.

6. RIGHT OF FIRST REFUSAL

(A) If (a) upon waiver by all of the Investors of the restrictions in Clause 4(A) a Founder proposes to Transfer Shares for which the Right of Repurchase has lapsed, or (b) upon receipt of the written approval and acknowledgement required by Clause 4(B) the Special Shareholder proposes to Transfer Shares (for the purposes of this Agreement, any Shares, securities, interest, right or economic consequence proposed to be Transferred by any Special Shareholder or Founder, the "TRANSFER SHARES"), in each case, other than for the purpose of a Permitted Transfer, then each Investor shall have a right to purchase such Investor's Pro Rata Portion of the Transfer Shares (the "RIGHT OF FIRST REFUSAL") as provided in this Clause 6. Notwithstanding the foregoing, the Investors shall be entitled to apportion any right under this Clause 6 to purchase the Transfer Shares in such proportions as they deem appropriate among themselves, and their respective Affiliates.

(B) For the purpose of this Clause 6 any Special Shareholder or Founder proposing to Transfer any Transfer Shares shall be referred to as a "TRANSFERRING SHAREHOLDER".

(C) In the event a Transferring Shareholder receives a bona fide offer to Transfer the Transfer Shares, the Transferring Shareholder shall deliver a written notice (the "FIRST NOTICE") to each Investor, describing fully the proposed Transfer, including the number of Shares proposed to be Transferred, the proposed Transfer price, the name and address of each prospective bona fide purchaser, and any other material terms and


conditions, and for the purpose of the Right of First Refusal setting forth an offer (irrevocable by its terms for ten (10) Business Days following receipt) to sell to each Investor its Pro-Rata Portion of the Transfer Shares (provided that the Investors may reallocate the entitlements among themselves) for the same purchase price per share, and on the same terms and conditions contained in the First Notice.

(D) Within ten (10) Business Days following receipt of the First Notice, each Investor desiring to exercise its Right of First Refusal shall deliver a written notice to the Transferring Shareholder, with a copy to the Company, setting forth, if it elects to exercise its Right of First Refusal, its acceptance of the offer set forth in the First Notice (such acceptance may relate to part or all of the Shares set forth in the offer).

(E) Immediately following the expiration of the ten (10) Business Day period referred to in Clause 6(D), the Transferring Shareholder shall send out a second notice (the "SECOND NOTICE") to each applicable Investor having exercised its Right of First Refusal, with a copy to the Company, setting forth the number of Transfer Shares that have not been accepted for purchase pursuant to an exercise of a Right of First Refusal. Each Investor who has accepted all or part of the Shares offered to it in the First Notice shall then have ten (10) Business Days from its receipt of the Second Notice to send another written notice to the Transferring Shareholder, with a copy to the Company, to exercise its Right of First Refusal with respect to any number of Transfer Shares that have not been accepted for purchase pursuant to an exercise of a Right of First Refusal.

(F) Completion of the Transfer of the Transfer Shares to the bona fide third party or parties set forth in the First Notice (and if applicable, Investors who exercise their Right of First Refusal) shall occur no later than twenty-seven (27) Business Days after the receipt of the First Notice by the Investors. The number of Transfer Shares that the Transferring Shareholder may Transfer to the third party shall be reduced by such exercises. If no Investor elects to exercise the Right of First Refusal, all but not less than all Transfer Shares may be Transferred to the bona fide third party or parties set forth in the First Notice. Unless written consent of each Investor is obtained, if completion of such Transfer does not occur within the time period prescribed in this Clause 6(F), or if any proposed terms or conditions with respect to the Transfer of the Transfer Shares become more favourable to the proposed Transferee than those set forth in the First Notice, then such proposed Transfer shall again be subject to the Right of First Refusal, and the procedures in connection therewith, set forth in this Clause 6.

(G) The exercise (whether in full or in part) or non-exercise of any Right of First Refusal by any Investor to purchase or participate in one or more proposals to Transfer any Transfer Shares shall not adversely affect its rights to purchase or participate in subsequent Transfers of Transfer Shares.

(H) Notwithstanding the foregoing, the Right of First Refusal shall not apply to the conversion of the Founders' Ordinary Shares into Shares of the Listing Company pursuant to the Reorganisation, and upon occurrence of the IPO, the Founders' Shares shall cease to be subject to the Right of First Refusal.


7. RIGHT OF CO-SALE

(A) To the extent the Investors do not exercise their Rights of First Refusal under Clause 6 above as to all of the Transfer Shares offered by a Founder (but not a Special Shareholder) (a "SELLING FOUNDER"), then each Investor which notifies the Selling Founder in writing within ten (10) days after receipt of the First Notice referred to in Clause
6(C) (a "SELLING INVESTOR" for purposes of this Clause 7) shall have the right to participate in such sale of Transfer Shares, on the same terms and conditions as specified in the First Notice (the "CO-SALE RIGHT"). Such Selling Investor's notice to the Selling Founder shall indicate the number of Shares the Selling Investor wishes to sell under its Co-Sale Right. To the extent one or more of the Investors exercise such Co-Sale Right in accordance with the terms and conditions set forth below, the number of Shares that the Selling Founder may sell in the Transfer shall be correspondingly reduced.

(B) Each Selling Investor may sell all or any part of that number of Shares equal to such Selling Investor's Pro-Rata Portion of the aggregate number of Transfer Shares that have not been accepted for purchase pursuant to an exercise of a Right of First Refusal. The Selling Founder shall notify each Investor of the number of Shares comprising their respective Pro-Rata Portion, upon the expiration of the periods specified in Clause 5 for notification of the exercise of the Right of First Refusal.

(C) Each Selling Investor shall effect its participation in the sale by promptly converting all or a portion of its Note for at least the number of Shares it has elected to sell, then delivering to the Selling Founder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer (or a transfer instrument in respect of such transfer duly executed by the Selling Investor together with the relevant share certificates), which represent the number of Shares such Selling Investor has elected to sell.

(D) The share certificate or certificates that the Selling Investor delivers to the Selling Founder pursuant to Clause 7(C) shall be transferred to the prospective purchaser in consummation of the sale of the Shares pursuant to the terms and conditions specified in the First Notice, and the Selling Founder shall within 7 days from the date of receipt of all the sale proceeds from the Transferee remit or cause to be remitted to such Selling Investor that portion of the sale proceeds to which such Selling Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase Shares or other securities from a Selling Investor exercising its Co-Sale Rights hereunder, the Selling Founder shall not sell to such prospective purchaser(s) any Shares unless and until, simultaneously with such sale, the Selling Founder shall purchase such Shares or other securities from such Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the First Notice.

(E) To the extent that the Investors have not exercised their Rights of First Refusal or Co-Sale Rights, the Selling Founder shall have a period of twenty-seven (27) Business Days after the receipt of the First Notice by the Investors in which to sell such Shares, upon terms and conditions (including the purchase price) no more favourable than those specified in the First Notice to the third-party transferee(s) identified in the First


Notice. Unless written consent of each Investor is obtained, if completion does not occur within the time period prescribed in this Clause 7(E), or if any proposed terms or conditions with respect to the Transfer of the Shares become more favourable than those set forth in the First Notice, then such proposed Transfer shall again be subject to the Co-Sale Right, and the procedures in connection therewith, set forth in this Clause 7.

(F) The exercise (whether in full or in part) or non-exercise of any Co-Sale Rights by any Investor shall not adversely affect its rights to subsequently participate in sales of Shares by a Selling Founder.

(G) Notwithstanding the foregoing, the Co-Sale Right shall not apply to the conversion of the Founders' Ordinary Shares into Shares of the Listing Company pursuant to the Reorganisation, and upon occurrence of the IPO, the Founders' Shares shall cease to be subject to the Co-Sale Right.

8. DRAG-ALONG RIGHT

(A) If (i) all of the Investors and (ii) the Founders that hold a majority in interest of the aggregate Shares held by the Founders, (the "DRAGGING PARTIES") agree to Transfer all the Shares of the Company held by them to, or vote for a merger or consolidation of the Company into, or a sale of all or substantially all assets of the Company to, a purchaser that is not an Affiliate of the Company (a "DRAG-ALONG SALE"), then all of the Six Shareholders (the "DRAGGED PARTIES") shall agree to, and shall vote in favour of, such Drag-Along Sale and shall Transfer the same pro rata amount of their respective outstanding Shares in such Drag-Along Sale as the Dragging Parties propose to Transfer in such Drag-Along Sale.

(B) Any such sale or disposition by the Dragged Parties shall be on the same terms and conditions, including (without limitation) as to the form of consideration, as the proposed Drag-Along Sale by the Dragging Parties. Such Dragged Parties shall be required to make such representations, warranties and indemnities in connection with the Drag-Along Sale as made by the Dragging Parties.

(C) Prior to making any Drag-Along Sale in which the Dragging Parties wish to exercise their rights under this Clause 8, the Dragging Parties shall provide the Company and all the Dragged Parties with written notice (the "DRAG-ALONG NOTICE") not less than five (5) Business Days prior to the proposed closing date of the Drag-Along Sale (the "DRAG-ALONG SALE DATE"). The Drag-Along Notice shall set forth: (i) the name and address of the third party purchasers; (ii) the proposed amount and form of consideration to be paid per share, and the terms and conditions of payment offered by each of the third party purchasers; (iii) the Drag-Along Sale Date; (iv) the number of Shares held of record by the Dragging Parties on the date of the Drag-Along Notice; (v) the number of Shares to be transferred, sold or otherwise disposed of by the Dragging Parties; and (vi) the number of Shares of the Dragged Parties to be included in the Drag-Along Sale.

(D) On the Drag-Along Sale Date, the Dragged Parties shall each deliver or cause to be delivered a certificate or certificates evidencing its Shares of the Company to be included in the Drag-Along Sale, duly endorsed for transfer with signatures witnessed


(or a transfer instrument in respect of such transfer duly executed by the Dragged Parties together with the relevant share certificates), to the Company.

(E) If the Dragged Parties receive the purchase price for their Shares but they fail to deliver certificates evidencing their Shares and/or the transfer instrument as described in this Clause 8(D), they shall for all purposes be deemed no longer to be shareholders of the Company (with the Dragged Parties being deemed to have appointed one director of the Company or the Company secretary as his agent to execute any transfer instrument with respect to such transfer and with the register of members of the Company updated to reflect such status), shall have no voting rights, shall not be entitled to any dividends or other distributions with respect to any Shares of the Company held by them, shall have no other rights or privileges as a shareholder of the Company and, in the event of liquidation of the Company, their rights with respect to any consideration they would have received if they had complied with this Clause 8(E), if any, shall be subordinate to the rights of any equity holder. In addition, upon demand by the Dragging Parties, and in addition to any of the other rights or remedies of the Dragging Parties under this Agreement or otherwise, the Company shall stop any subsequent transfer of any such Shares held by such Dragged Parties (as the case may be).

(F) Upon occurrence of the IPO, the Founders' Shares shall cease to be subject to the rights of this Clause 8.

9. PARTICIPATION RIGHT

(A) Each Investor shall have the right to purchase such Investor's Pro Rata Participation Share, of all or any part of any New Securities that the Company may from time to time issue after the date of this Agreement (the "RIGHT OF PARTICIPATION").

(B) "NEW SECURITIES" means any Shares of the Company, whether now authorised or not, including any rights, options or warrants to purchase such Shares, provided, however, that the term "New Securities" shall not include:

i. Ordinary Shares issued upon conversion of any Notes;

ii. securities of the Company issued or issuable upon exercise of options, warrants or convertible securities outstanding on the date hereof; or

iii. any Share issued in a Qualified IPO or Qualified Trade Sale.

(C) Procedures.

i. First Participation Notice. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall deliver to each Investor written notice of its intention to issue New Securities (the "FIRST PARTICIPATION NOTICE"), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Investor shall have ten (10) Business Days from the date of receipt of any such First Participation Notice to agree in writing to purchase up to such Investor's Pro


Rata Participation Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Investor's Pro Rata Participation Share). If any Investor fails to provide notice in writing within such ten (10) Business Day period to purchase such Investor's full Pro Rata Participation Share of an offering of New Securities, then such Investor shall forfeit the right hereunder to purchase that part of its Pro Rata Participation Share of such New Securities that it did not agree to purchase.

ii. Second Participation Notice; Oversubscription. If any Investor fails or declines to exercise its Right of Participation in accordance with Clause 9(C)(i) above, the Company shall promptly deliver notice (the "SECOND PARTICIPATION NOTICE") to other Investors who exercised their Right of Participation
(the "RIGHT PARTICIPANTS") in accordance with Clause 9(C)(i) above. Each Right Participant shall then have five (5) Business Days from the date of the Second Participation Notice (the "SECOND PARTICIPATION PERIOD") to notify the Company of its desire to purchase more than its Pro Rata Participation Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the "ADDITIONAL NUMBER"). Such notice may be made by telephone if confirmed in writing within two (2) Business Days, however the evidence of funds must be submitted in written form. Failure to satisfy the conditions in this Clause within the Second Participation Period will forfeit the any right of the Right Participant to purchase the Additional Number. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by
(ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted basis) held by all the oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Clause and the Company shall so notify the Right Participants within fifteen (15) Business Days following the date of the Second Participation Notice.

(D) Upon the expiration of the First Participation Period or (in the event that the delivery of the Second Participation Notice becomes necessary) the Second Participation Period, or in the event no Investor exercises the Right of Participation within ten (10) days following the issuance of the First Participation Notice, the Company shall have ninety (90) days thereafter to sell the New Securities described in the First Participation Notice (with respect to which the Right of Participation hereunder were not exercised) at the same or higher price and upon non-price terms not more favourable to the purchasers thereof than specified in the First Participation Notice. In the event that the Company has not issued and sold such New Securities within such ninety
(90) day period, then the Company shall not thereafter issue or sell

any


New Securities without again first offering such New Securities to the Investors pursuant to this Clause 9.

(E) The Right of Participation for each Investor shall terminate upon a Qualified IPO.

10. INFORMATION AND INSPECTION RIGHTS

(A) Information Rights. The Company covenants and agrees that, commencing on the date of this Agreement, the Company will deliver as soon as practicable to each Investor that continues to hold Notes or Shares issued upon conversion of the Notes:

i. audited consolidated financial statements, including an income statement, balance sheet and statement of cashflows for the Group within ninety (90) days of the financial year-end;

ii. monthly consolidated Group management accounts to be provided within fifteen (15) Business Days of each month end;

iii. monthly individual Group Company accounts to be provided within ten (10) Business Days of each month end;

iv. quarterly consolidated management accounts within thirty (30) days after each quarter end;

v. annual Group budgets and trading forecasts (as approved by the Company's Board of Directors) not less than ten (10) days prior to the commencement of each financial year;

vi. upon the written request by any Investor, such other information as such Investor shall reasonably request, within seven (7) days after receipt of a notice requesting such information; and

vii. full details of any progress in relation to any initial public offering of securities by any Group Company, or any material litigation which may be made or threatened by or against any of the Group Companies or any circumstances likely to give rise to the same, as soon as practicable (the above rights, collectively, the "INFORMATION RIGHTS").

(B) All financial statements to be provided to the Investors pursuant to their Information Rights shall be prepared in English and in conformance with HK GAAP.

(C) Inspection Rights. Each of the Group Companies further covenants and agrees that, commencing on the date of this Agreement, each Investor that continues to hold Notes or Shares issued upon conversion of the Notes shall have (i) the right to inspect facilities, records and books of the Group Companies and to make extracts and copies therefrom, at any time during regular working hours on reasonable prior notice, and
(ii) the right to discuss the business, operations and conditions of the Group Companies with their respective directors, officers, employees, accountants, legal counsel and investment bankers (the "INSPECTION RIGHTS"). The Group Companies


agree to provide to the Investors other information and access as may be mutually agreed upon from time to time.

(D) The Information Rights and Inspection Rights shall terminate upon the closing of the IPO.

(E) Post-IPO Information Rights. Each of the Group Companies further covenants and agrees that, commencing upon the completion of an initial public offering of securities by any Group Company, such Group Company shall provide to each Investor that continues to hold Notes or Shares issued upon conversion of the Notes (a) annual and periodic reports as well as public reports filed with the relevant securities regulatory authorities, and (b) promptly upon request, current versions of the articles of association of other constitutional document bearing the file stamp of the appropriate government authority, investment documents and all documents relating to any subsequent financings by the relevant Group Company, the management of such Group Company or any other documents affecting the rights of the Investors, each bearing the signatures of all parties, in each case with all amendments and restatements (the above rights collectively the "POST-IPO INFORMATION RIGHTS"). To the extent permitted by relevant law, the Post-IPO Information Rights shall survive the completion of such initial pubic offering.

(F) The Company acknowledges that each Investor will likely have, from time to time, information that may be of interest to the Company or the Subsidiaries ("INVESTOR INFORMATION") regarding a wide variety of matters including, by way of example only, (1) an Investor's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments an Investor has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services, including, without limitation, technologies, products and services that may be competitive with those of the Company or the Subsidiaries, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including without limitation, companies that may be competitive with the Company or any of the Subsidiaries. The Company recognises that a portion of such Investor Information may be of interest to the Company or any of the Subsidiaries; such Investor Information may or may not be known by the Board Observer. The Company, as a material part of the consideration for this Agreement, agrees that the Board Observer and each Investor shall have no duty to disclose any Investor Information to the Company or the Subsidiaries, or permit the Company or any of the Subsidiaries to participate in any projects or investments based on any Investor Information, or to otherwise take advantage of any opportunity that may be of interest to the Company or any of the Subsidiaries if it were aware of such Investor Information, and hereby waives to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit any Investor's ability to pursue opportunities based on such Investor Information or that would require any Investor, any representative or Board Observer to disclose any such Investor Information to the Company or any of its Subsidiaries or offer any opportunity relating thereto to the Company or any of it Subsidiaries.

11. REGISTRATION RIGHTS


(A) Applicability of Rights. The Holders (as defined below) shall be entitled to the following rights with respect to any proposed public offering of the Company's Ordinary Shares in the United States.

(B) Definitions. For the purpose of this Clause 11:

i. Registration. The terms "REGISTER," "REGISTERED," and "REGISTRATION" refer to a registration effected by filing a registration statement which is in a form that complies with, and is declared effective by the SEC (as defined below) in accordance with, the Securities Act (as defined below).

ii. Registrable Securities. The term "REGISTRABLE SECURITIES" means: any Ordinary Shares of the Company issued or issuable to the Investors or their assigns pursuant to conversion of any Notes held by the Investors. Notwithstanding the foregoing, "Registrable Securities" shall exclude any Registrable Securities sold by a Person in a transaction in which rights under this Clause 11 are not assigned in accordance with this Agreement, and any Registrable Securities which are sold in a registered public offering under the Securities Act or analogous statute of another jurisdiction, or sold pursuant to Rule 144 promulgated under the Securities Act or analogous rule of another jurisdiction.

iii. Registrable Securities then Outstanding. The number of shares of "REGISTRABLE SECURITIES THEN OUTSTANDING" shall mean the number of Ordinary Shares of the Company that are Registrable Securities and are then issued and outstanding, issuable upon conversion of Notes then issued and outstanding.

iv. Holder. For purposes of this Agreement, the term "HOLDER" means any Person owning Registrable Securities or any permitted assignee of record of such Registrable Securities to whom rights under this Agreement have been duly assigned in accordance with this Agreement.

v. Form S-3 and Form F-3. The terms "FORM S-3" and "FORM F-3" means such respective form under the Securities Act or any successor registration form under the Securities Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

vi. SEC. The term "SEC" means the United States Securities and Exchange Commission.

vii. Registration Expenses. The term "REGISTRATION EXPENSES" shall mean all expenses incurred by the Company in complying with Clauses 11(C), 11(D) and 11(E) hereof, including, without limitation, all registration and filing fees, printing expenses, fees, and disbursements of counsel for the Company, reasonable fees and disbursements of one counsel for the Holders, "blue sky" fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).


viii. Selling Expenses. The term "SELLING EXPENSES" shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to Clauses 11(C), 11(D) or 11(E) hereof.

ix. Exchange Act. The term "EXCHANGE ACT" shall mean the U.S. Securities Exchange Act of 1934, as amended.

x. Securities Act. The term "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended.

(C) Demand Registration.

i. Request by Holders. If the Company shall, at any time after six (6) months following the closing of a Qualified IPO in the United States on either the New York Stock Exchange or the Nasdaq National Market, receive a written request from the Holders of at least 50% of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Clause 11(C), then the Company shall, within ten (10) Business Days of the receipt of such written request, deliver written notice of such request (the "REQUEST NOTICE") to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice delivered by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Clause
11(C); provided that the Company shall not be obligated to effect any such registration if the Company has, within the preceding twelve (12) month period, already effected two or more registrations under the Securities Act pursuant to this Clause 11(C) or Clause 11(E) or in which the Holders had an opportunity to participate pursuant to the provisions of Clause 11(D), other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Clause 11(D)(i).

ii. Underwriting. If the Holders initiating the registration request under this Clause 11(C) (the "INITIATING HOLDERS") intend to distribute the Registrable Securities included in their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Clause 11(C) and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding


any other provision of this Clause 11(C), if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all Shares that are not Registrable Securities and are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25)% of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten
(10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

iii. Maximum Number of Demand Registrations. The Company shall not be obligated to effect more than three (3) such demand registrations pursuant to this Clause 11(C).

iv. Deferral. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Clause 11(C), a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed at such time, then the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilise this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its Shares during such twelve (12) month period. A demand right shall not be deemed to have been exercised until such deferred registration shall have been effected.

(D) Piggyback Registrations.

i. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Clause 11(C) or Clause 11(E) of


this Agreement or to any employee benefit plan or a corporate reorganisation), and shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

ii. Underwriting. If a registration statement under which the Company gives notice under this Clause 11(D) is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder's Registrable Securities to be included in a registration pursuant to this Clause 11(D) shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement but subject to Clause 11(L), if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested; and (ii) all shares that are not Registrable Securities and are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.


iii. Not Demand Registration. Registration pursuant to this Clause 11(D) shall not be deemed to be a demand registration as described in Clause 11(C) above. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Clause 11(D).

(E) Form S-3 or Form F-3 Registration. In case the Company shall receive from any Holder or Holders of a majority of all Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 or Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:

i. Notice. Promptly deliver written notice of the proposed registration and the Holder's or Holders' request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; and

ii. Registration. As soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request delivered within twenty (20) days after the Company provides the notice contemplated by Clause 11(E)(i); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Clause 11(E):

(1) if Form S-3 or Form F-3 is not available for such offering by the Holders;

(2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than US$1,000,000;

(3) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Form S-3 or Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 or Form F-3 registration statement no more than once during any twelve (12) month period for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Clause 11(E); provided that the Company shall not register any of its other shares during such 120 day period.

(4) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any


portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Clauses 11(C)(ii) and 11(D)(i); or

(5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Subject to the foregoing, the Company shall file a Form S-3 or Form F-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders.

iii. Not Demand Registration. Form S-3 or Form F-3 registrations shall not be deemed to be demand registrations as described in Clause 11(C) above. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Clause 11(E).

(F) Expenses. All Registration Expenses incurred in connection with any registration pursuant to Clauses 11(C), 11(D) or 11(E) (but excluding Selling Expenses) shall be borne by the Company. Each Holder participating in a registration pursuant to Clauses 11(C), 11(D) or 11(E) shall bear such Holder's proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all Selling Expenses or other amounts payable to underwriter(s) or brokers, in connection with such offering by the Holders. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Clause 11(C) if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered, unless the Holders of a majority of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Clause 11(C) (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration). Notwithstanding the foregoing, if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company due to acts, omissions, or events within the Company's control that were not known to the Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and such registration request shall not constitute the use of a demand registration pursuant to Clause 11(C). If the Holders have learned of a material adverse change in the condition, business, or prospects of the Company due to acts, omissions, or events beyond the Company's control that were not known to the Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Company, on the one hand, and the Holders, on the other hand, shall pay any such expenses on an equal basis and such registration request shall not constitute the use of a demand registration pursuant to Clause 11(C).


(G) Obligations of the Company. Whenever required to effect the registration of any Registrable Securities under this Agreement the Company shall, as expeditiously as reasonably possible:

i. Registration Statement. Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days or, in the case of Registrable Securities registered under Form S-3 or Form F-3 in accordance with Rule 415 under the Securities Act or a successor rule, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such ninety (90) day period shall be extended for a period of time equal to the period any Holder refrains from selling any securities included in such registration at the request of the underwriter(s), and (ii) in the case of any registration of Registrable Securities on Form S-3 or Form F-3 which are intended to be offered on a continuous or delayed basis, such ninety (90) day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold.

ii. Amendments and Supplements. Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

iii. Prospectuses. Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.

iv. Blue Sky. Use its best efforts to register or qualify the securities covered by such registration statement under such other securities or "blue sky" laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, to subject itself to taxation in any such jurisdiction or consent to service of process in any such jurisdiction, unless the Company is already subject to service in such jurisdiction.

v. Underwriting. In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.


vi. Notification. Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of (i) the issuance of any stop order by the SEC in respect of such registration statement, or (ii) the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

vii. Opinion and Comfort Letter. Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective,
(i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) letters dated as of (x) the effective date of the registration statement covering such Registrable Securities and (y) the closing date of the offering, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

(H) Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Clauses
11(C), 11(D) or 11(E) that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to timely effect the Registration of their Registrable Securities.

(I) Indemnification. In the event any Registrable Securities are included in a registration statement under Clauses 11(C), 11(D) or 11(E):

i. By the Company. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, its partners, officers, directors, legal counsel, any underwriter (as defined in the Securities Act) for such Holder and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act (each a "CONTROLLING PERSON"), against any losses, Claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act, or other U.S. federal or state law, insofar as such losses, Claims, damages, or liabilities (or


actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "VIOLATION"):

(1) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;

(2) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or

(3) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any U.S. federal or state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any U.S. federal or state securities law in connection with the offering covered by such registration statement;

and the Company will reimburse each such Holder, its partner, officer, director, legal counsel, underwriter or Controlling Person for any legal or other expenses reasonably incurred by them, as such expenses are incurred, in connection with investigating or defending any such loss, Claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Clause 11(I)(i) shall not apply to amounts paid in settlement of any such loss, Claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, Claim, damage, liability or action to the extent (and only to the extent) that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, legal counsel, underwriter or Controlling Person of such Holder.

ii. By Selling Holders. To the extent permitted by law, each selling Holder will, if Registrable Securities held by Holder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each Person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder's partners, directors, officers, legal counsel, or any Person who controls such Holder within the meaning of the Securities Act or the Exchange Act, against any losses, Claims, damages or liabilities (joint or several) to which the Company or any such director, officer, legal counsel, Controlling Person, underwriter or other such Holder, partner or director, officer or Controlling Person of such other Holder may become subject under the Securities Act, the Exchange Act or other U.S. federal or state law, insofar as such losses, Claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon


and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, Controlling Person, underwriter or other Holder, partner, officer, director or Controlling Person of such other Holder in connection with investigating or defending any such loss, Claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Clause 11(I)(ii) shall not apply to amounts paid in settlement of any such loss, Claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided, further, that in no event shall any indemnity under this Clause 11(I)(ii) exceed the net proceeds received by such Holder in the registered offering out of which the applicable Violation arises.

iii. Notice. Promptly after receipt by an indemnified party under this Clause 11(I) of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Clause 11(I), deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defence thereof with counsel mutually satisfactory to the parties in their reasonable judgment; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of liability to the indemnified party under this Clause 11(I) to the extent the indemnifying party is prejudiced as a result thereof, but the omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Clause 11(I).

iv. Contribution. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any indemnified party makes a claim for indemnification pursuant to this Clause 11(I) but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Clause 11(I) provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any indemnified party in circumstances for which indemnification is provided under this Clause 11(I); then, and in each such case, the indemnified party and the indemnifying party will contribute to the aggregate losses, Claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that a Holder (together with its related persons) is responsible for the portion represented by


the percentage that the public offering price of its Registrable Securities offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company and other selling Holders are responsible for the remaining portion. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case: (A) no Holder will be required to contribute any amount in excess of the net proceeds to such Holder from the sale of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement; and (B) no Person or entity guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any Person or entity who was not guilty of such fraudulent misrepresentation.

v. Survival; Consents to Judgments and Settlements. The obligations of the Company and Holders under this Clause 11(I) shall survive the completion of any offering of Registrable Securities in a registration statement, regardless of the expiration of any statutes of limitation or extensions of such statutes. No indemnifying party, in the defence of any such Claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such Claim or litigation.

(J) Termination of the Company's Obligations. The Company shall have no obligations pursuant to Clauses 11(C), 11(D) and 11(E) with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Clause 11(C), 11(D) or 11(E) after seven (7) years following the consummation of the Qualifying IPO in the United States on either the New York Stock Exchange or the Nasdaq National Market or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any ninety (90) day period without registration in compliance with Rule 144 of the Securities Act.

(K) No Registration Rights to Third Parties. Without the prior written consent of the holders of a majority of the Registrable Securities then outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any Person or entity (other than the Founders) any registration rights of any kind (whether similar to the demand, "piggyback" or Form S-3 or Form F-3 registration rights described in this Clause 11, or otherwise) relating to any securities of the Company which are senior to, or on a parity with, those granted to the Holders of Registrable Securities.


(L) Market Stand-Off. Each of the Founders and the Special Shareholder agrees that, so long as it holds any voting securities of the Company, upon request by the Listing Company or the underwriters managing the initial public offering of the Company's securities, it will not sell or otherwise transfer or dispose of any securities of the Listing Company (other than those permitted to be included in the registration and other transfers to Affiliates permitted by law) without the prior written consent of the Listing Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters not to exceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The foregoing provision of this Clause 11(L) shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement. The Company shall require all future acquirers of the Founders' and Special Shareholders' securities to execute prior to a Qualified IPO a market stand-off agreement containing substantially similar provisions as those contained in this Clause 11(L).

(M) Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Securities to the public without registration or pursuant to a registration on Form S-3 or Form F-3, after such time as a public market exists for the Ordinary Shares in the United States, the Company agrees to:

i. Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;

ii. File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

iii. So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after ninety
(90) days after the effective date of the Company's initial public offering in the United States), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form S-3 or Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form S-3 or Form F-3.

N. Transfer of Registration Rights.

i. The rights of the Holders under this Clause 11 (the "REGISTRATION RIGHTS") may be assigned by a Holder, in conjunction with a Transfer of Registrable Securities, to a Transferee that (a) is a subsidiary, parent, partner, limited partner, member, retired member, retired, partner, affiliate or stockholder of a


Holder, (b) is a Holder's family member or trust for the benefit of an individual Holder, (c) holds Registrable Securities at the time of such Transfer, or (d) after such Transfer, holds at least twenty five percent (25%) of the Registrable Securities held by such Holder prior to any Transfers of Registrable Securities.

ii. In the event of a Transfer of Registration Rights pursuant to Clauses 11(N)(i)(a), (b), or (c), if such Transferee receives one hundred percent (100%) of the Registrable Securities held by the Transferring Holder, then such Transferee may subsequently transfer the Registration Rights in accordance with this Clause 11(N), otherwise such Transferee may not subsequently transfer the Registration Rights.

iii. In the event of a Transfer of Registration Rights pursuant to Clauses 11(N)(i)(d), such Transferee may not subsequently transfer the Registration Rights.

iv. Nothing in this Clause 11(N) shall be construed as imposing any restrictions on the transferability of the Holders' Registrable Securities.

12. BOARD OF DIRECTORS

(A) Each Founder and Initial Shareholder shall take, as of the effective date of this Agreement and from time to time, all action (including, without limitation, voting the Shares owned by it, calling special meetings of shareholders to amend the Memorandum and Articles and executing and delivering written consents) necessary to elect up to five (5) members to the Board, which shall include the following:

i. One (1) director nominated by a majority in interest of the Investors (or subsequent holders of the Notes), which director initially shall be designated by HSBC, provided that HSBC has participated in the Closing;

ii. four (4) other directors nominated by the Founders.

(B) The quorum of all Board meetings shall be three directors, including Mr. Dong Defu and at least one director nominated by the Investors (or subsequent holders of the Notes). All Board resolutions will require the affirmative vote of a majority of the Directors present at a duly constituted Board meeting.

(C) In addition, INTEL, QUALCOMM and SEABRIGHT provided that each has participated in the Closing, shall each have the right to designate a representative (each a "BOARD OBSERVER") to attend all meetings of the Board and all committees of the Company and the other Group Companies (whether in person, telephonic or other) in a non-voting observer capacity. The Company shall provide both Board Observers with copies of all notices and materials provided to the voting Board or committee members, at the same time and in the same manner as the same are provided to the voting Board or committee members.

13. PROTECTIVE PROVISIONS (NEGATIVE COVENANTS)


(A) In addition to such other limitations as may be provided in the Memorandum and Articles or other constitutional document of each Group Company, without the prior written approval of the holder(s) of 100% of the Shares issued or issuable upon conversion of the Notes, none of the Group Companies shall take any of the following actions; provided however that approval of only 70% of the Shares issued or issuable upon conversion of the Notes shall be required for the actions described in Clauses 13(i), 13(ii), 13(x), 13(xi), 13(xvi), 13(xviii) and 13(xx):

i. make any loans or investments or acquire any share or give any credit (other than normal trade credit) or give any guarantee or indemnity (save to a Group Company's banker to secure Group Company borrowings), in excess of RMB5,000,000, except that no approval shall be necessary for (a) loans among the Group Companies (b) payments totalling an aggregate of US$4,930,000 to the Six Shareholders for the acquisition of Beijing Techfaith and Centel, (c) for an aggregate of US$4,000,000 in direct injection or loans to Leadtech, each strictly as provided in Clause 16, and (d) investments utilized solely for cash management purposes in such amounts and in such investment products or strategies as are approved by the Board of Directors of the Company, including the director nominated by the Investors (or subsequent holders of the Notes);

ii. borrow any money in excess of 30% of the Group's NAV individually, or in the aggregate (except pursuant to the Notes), provided, however, that if less than US$14,000,000 is lent to the Company at Closing (including cancellation of the SEABRIGHT Notes), no approval shall be required to borrow an amount equal to difference between US$14,000,000 and the amount lent at Closing, and provided further that no approval shall be required to obtain letters of credit or other bank facilities for trade purposes in the ordinary course of business;

iii. acquire or dispose of any Shares or material part of its business or assets (excluding inventory and fixed assets in the ordinary course of business) or take other steps to merge, reorganize, reincorporate, or combine with any other entity;

iv. save for the purpose of effecting conversion of the Notes as contemplated hereunder and save as required by applicable laws or regulatory authorities for the purpose of consummation of the Qualified IPO, change its authorised or issued share capital, Memorandum or Articles of Association or other Constitutional Documents;

v. capitalise any debenture;

vi. save as contemplated under this agreement and save as required by applicable laws or regulatory authorities for the purpose of consummation of the Qualified IPO, issue any new Equity Interests for acquisitions or otherwise, excluding under any employee share option plan approved by the Investors;

vii. make any material change in the nature of its business;


viii. enter into transactions which are not made on a bona fide arm's length basis in the ordinary course of business;

ix. enter into any joint venture, partnership or consortium arrangement;

x. enter into any arrangement with any of its directors or other substantial shareholders or any related party transactions, except for agreements between the Group Companies and NEC, INTEL, QUALCOMM or SEABRIGHT;

xi. pay emoluments bonuses in excess of agreed annual levels to members of the Board of Directors of any Group Company, which levels shall be determined by the Company's Board of Directors including the director appointed by the Investors (or subsequent holders of the Notes) at the first meeting of the Board of Directors following the Closing;

xii. change its auditors, independent reporting accountant, or accounting reference date, except that changes of the PRC auditor of the PRC Subsidiaries shall only require notification to the Investors;

xiii. change its accounting policies and bases, except for changes approved by a Group Company's auditor in writing as being in compliance with HK GAAP;

xiv. change its Executive Directors, except for Executive Directors of STEP Technologies who, pursuant to the current Constitutional Documents of STEP Technologies or other existing contractual arrangements, are appointed by NEC;

xv. declare or pay any dividends or distributions or change its dividend or distribution policy, except that no approval shall be required for dividends or distributions among the Group Companies, subject to the limitation that any dividends or distributions by STEP Technologies pursuant to this exception must be made on a pro-rata basis to its equity owners, based upon their respective ownership interests in STEP Technologies.

xvi. make a capital expenditure or enter into any hire purchase/leasing arrangement that is twenty percent (20%) greater than that contemplated in the business plan unless in accordance with the annual budget approved by the Board of Directors of the Company;

xvii. save as required by applicable laws or regulatory authorities for the purpose of consummation of the Qualified IPO, take any steps to effect a liquidation, dissolution, winding up or institution of bankruptcy, receivership, assignment for the benefit of creditors or similar insolvency related proceedings of any Group Company. A merger, acquisition, change of control, consolidation, or other transaction or series of transactions in which the Group Company's shareholders prior thereto will not retain a majority of the voting power of the surviving entity immediately thereafter; or a sale, lease, license or other transfer of all or substantially all the Group Company's assets or Intellectual Property Rights to a party that is not an Affiliate of such Group Company, shall be deemed to be a liquidation, dissolution or winding up;


xviii. change the terms of employment of any employee whose basic salary is in excess of US$100,000 per year;

xix. create or issue any new class of shares having preference over the Ordinary Shares;

xx. approve any new employee share option plan, amend the current employee share option plan, or increase the shares available for issuance thereunder; or

xxi. effect any change to the corporate structure of the Group, except as approved by the Board including the director nominated by the Investors (or subsequent holders of the Notes);

(B) Without the prior written approval of QUALCOMM, Leadtech shall not:

i. effect a change of the top executive (CEO / general manager) of Leadtech;

ii. Transfer any Equity Interest in Leadtech other than a Transfer or liquidation originated by the Company and affecting the entire Group; or

iii. enter into any strategic Contract, or other commercial arrangement that may adversely affect QUALCOMM as a key component partner for Leadtech.

(C) All directors of the Group Companies shall be appointed and removed only by the Company pursuant to action of the Board of Directors of the Company. All corporate actions of the Group shall be pursuant to action by the Board of Directors of the Company.

14. NON-COMPETE AND NON-SOLICITATION

(A) The Founders shall, and shall procure the Company's Key Employees to
(i) devote substantially the whole of their time to the Group's business and (ii) prior to Closing, enter into three-year service agreements (the "SERVICE AGREEMENTS") in a form acceptable to the Company and Investors. Each Founder undertakes he shall not, and shall not permit any of his Affiliates to, engage, directly or indirectly, in any business that competes with the Group or, without the prior written consent of the Investors, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, shareholder, consultant or otherwise, any Person that competes with the Group, provided that this Clause shall not prohibit the ownership of shares in a publicly traded company which does not exceed 5% of the entire issued share capital of such publicly traded company, so long as such shareholder is not a member of the board of directors of such publicly traded company.

(B) Each Founder undertakes, and procures any Affiliate of such Founder to undertake, with the Investors that, during the Non-Compete Period, such Founder and its Affiliates will not in any way, directly or indirectly, for the purpose of conducting or engaging in any business that competes with the Group, (i) call upon, solicit, advise or otherwise do, or attempt to do, business with any customers of the Group with whom


the Company had any dealings during the Non-Compete Period, (ii) take away or interfere or attempt to interfere with any custom, trade, business or patronage of the Group, (iii) interfere with or attempt to interfere with any officers, employees, representatives or agents of the Company or (iv) induce or attempt to induce any such officer, employee, representative or agent to leave the employ of the Company or violate the terms of their contracts, or any employment arrangements, with the Company.

15. REORGANISATION

(A) The Group will be reorganised as described in the Exhibit E (the "REORGANISATION"). Among other things, the Reorganisation will involve the incorporation of a new holding company to serve as the proposed Listing Company, in which each Investor will hold after the Reorganisation the same percentage of Ordinary Shares (or securities convertible into such Ordinary Shares) as in the Company, and in respect of which each Investor will have identical rights, mutatis mutandis to its rights in relation to the Ordinary Shares of the Company under their respective articles of association and other Constitutional Documents.

(B) As soon as practicable following incorporation or establishment of the Listing Company and any future 100% parent of the Company, or directly or indirectly wholly owned subsidiary of the Company (each a "NEWCO"), the Company, Founders and Investors shall execute and deliver, and shall cause the NewCo to execute and deliver, any and all agreements, documents and instruments required to add the NewCo as a party to this Agreement and to bind the NewCo to the terms of this Agreement, in the capacity of a "Group Company" as that term is used herein.

(C) Following the establishment of the Listing Company, the shares held by the Investors shall be exchanged at the same time, and upon the same terms, as the shares held by the Six Shareholder for shares of the Listing Company, such that the Investors and Six Shareholders each hold the same percentage of the Listing Company immediately following such exchange, as each held of the Company, on a fully-diluted basis, immediately following Closing.

(D) If the Board of Directors of the Company shall after Closing, elect to engage China Everbright Capital Limited as its financial adviser, sponsor and/or lead underwriter for its IPO, the Investors shall not oppose such engagement.

16. OTHER COVENANTS

(A) The US$14,000,000 in proceeds from the subscription by the Investors for the Notes pursuant to this Agreement (the "SUBSCRIPTION PROCEEDS") shall be applied by the Company solely as follows and any material deviation from the steps described below shall be considered a breach of this Agreement unless prior written approval of all the Investors is obtained:

i. approximately US$2,500,000 (equivalent to RMB20,600,000) shall be loaned by the Company to Great Earnest and Great Earnest shall pay the entire amount to the Six Shareholders as consideration for the acquisition of the entire equity interest in Beijing Techfaith under the Share Assignment


Contract [Chinese Characters] dated December 12, 2003, and the Six Shareholders shall donate such consideration amount to Beijing Techfaith and instruct Great Earnest to directly pay the entire amount into Beijing Techfaith;

ii. approximately US$2,430,000 (equivalent to RMB20,000,000) shall be loaned by the Company to Leo and Leo shall pay the entire amount to the Six Shareholders as consideration for the acquisition of the entire equity interest in Centel under the Share Assignment Contract [Chinese Characters] dated December 12, 2003 and the Six Shareholders shall donate such consideration amount to Centel and instruct Leo to directly pay the entire amount into Centel;

iii. the Company shall provide to the Investors evidence obtained from the SAFE reflecting the foreign currency injection of a USD equivalent amount of RMB20,600,000 into Beijing Techfaith and a USD equivalent amount of RMB20,000,000 into Centel;

iv. upon the completion of Clauses 16A(i), 16A(ii) and 16A(iii), Beijing Techfaith and Centel shall each have completed the procedure for transforming from a PRC domestic company into a wholly foreign owned entity ("WFOE") owned 100% by Great Earnest and Leo, respectively;

v. the US$4,930,000 donated to Beijing Techfaith and Centel as set out in Clauses 16(A)(ii) and (iii) shall be used by each as working capital;

vi. US$4,000,000 shall represent the cancellation of the outstanding indebtedness evidenced by the SEABRIGHT Notes;

vii. US$4,000,000 shall be loaned by the Company to Finest Technology and in turn, Finest Technology shall inject US$2,400,000 amount into Leadtech to pay up its registered capital and the Company shall provide to the Investors evidence obtained from the SAFE reflecting the foreign currency injection of US$2,400,000 into Leadtech;

viii. upon the completion of Clause 16(A)(vii), Leadtech shall be a WFOE owned 100% by Finest Technology;

ix. The Company shall procure PRC government approval to increase the registered capital of Leadtech to US$4,000,000, and upon such approval Finest Technology will inject an additional US$1,600,000 into Leadtech as additional capital and shall provide to the Investors evidence obtained from the SAFE reflecting the foreign currency injection of the additional amount of US$1,600,000 into Leadtech; and

x. The balance of the Subscription Proceeds shall be used by the Company for working capital purposes and to pay professional service fees incurred in connection with the transactions contemplated by this Agreement.

(B) The Company shall undertake to carry out all of the actions described in Clause 16(A) and the distribution of the Subscription Proceeds and all of the actions described in Clause 16(A) (i), (ii), (iii), (iv),
(v), (vi), (vii), (viii), and (x) shall be completed no


later than thirty (30) days following the Closing and the actions described in Clause 16(A)(ix) shall be completed no later than sixty
(60) days following the date HSBC's Investment Amount is received by the Company.

(C) This Agreement and the Investors' rights thereunder shall terminate upon the closing of any Qualified IPO, except for the representations and warranties of Clause 3, which shall survive for a period of 24 months after Closing, and the provisions of Clauses 10(E) (Post-IPO Information Rights), 11 (Registration Rights), 14 (Non-Compete and Non-Solicitation), 16(C) (Survival), 16(F) (Indemnification), 17 (Confidentiality), and 19 (Miscellaneous) which will survive termination and continue for their respective agreed periods.

(D) The Company shall undertake to obtain in aggregate US$1,000,000 of key-person insurance in respect of DONG Defu and any other key senior management employee of the Group, as may be reasonably requested by the Investors, payable to the Company.

(E) Each party undertakes with the other parties that it will execute all such documents and do all such acts and things as the other parties or any of them may at any time and from time to time reasonably request and as may be lawful and within its power to do to carry into effect or to give legal effect to the provisions in this Agreement and Transactions.

(F) The Founders and the Company unconditionally and irrevocably undertake to indemnify, defend and hold harmless each Investor and its Affiliates (together, the "INDEMNIFIED PARTIES"), and each of them, from and against any and all losses, damages, or settlement amounts arising out of, relating to, connected with or incidental to, (i) any breach or default of this Agreement or the Notes, or (2) any Claim relating to any Group Company's right to utilize the Intellectual Property Rights of Skyworks Solutions, Inc. ("SKYWORKS") or Phillips AG (or its Affiliates), prior to entering into license agreements with each of Skyworks and Phillips, together with all reasonable costs, expenses, charges, interest and penalties incurred in relation thereto, save where such losses are directly caused by the wilful misconduct, bad faith or gross negligence on the part of the relevant Indemnified Party. This Clause shall survive the termination of this Agreement and the Notes.

(G) As a separate and independent right, in the event of any breach or default of this Agreement, any of the Investors may declare that an "Event of Default" has occurred for the purposes of the Note held by such Investor.

(H) The Group, the Founders, and the Initial Shareholders agree that they shall, upon request by any Investor, execute and deliver any documents required to transfer all or a portion of the Note held by such Investor to any Transferee (a "NOTE TRANSFEREE").

(I) The Company and Founders shall undertake to have all Group Company employees and consultants execute a confidential information and intellectual property assignment agreement in a form approved by the Investors as soon as practicable following Closing.

(J) The Company shall undertake to use its reasonable endeavours to complete its application for any utility model patent applications that have not yet been published.


(K) The Company shall undertake to enter into trademark license agreements with Beijing Techfaith and Centel regarding such trademarks that are owned by the Company and are required for use by Beijing Techfaith and Centel in their ordinary course of business.

(L) The Company shall undertake by the earlier of June 30, 2005 or the date of the listing hearing (or other equivalent event) by the Exchange relating to the IPO (i) to obtain all legally required licenses for software applications installed on the Group's personal computers or servers, or (ii) to uninstall and permanently delete any copies of software applications for which a license is required but will not be obtained. A report on the progress of this undertaking shall be made at each meeting of the Company's Board of Directors until this undertaking is completed.

17. CONFIDENTIALITY

(A) The terms and conditions of this Agreement, the Notes and all exhibits and schedules attached hereto (collectively, the "FINANCING TERMS") including their existence, shall be considered confidential information and shall not be disclosed to any third party by the Company, the Founders, or the Initial Shareholders except as provided below.

(B) The Company shall be allowed to disclose any of the Financing Terms, as well as Investors' investment in the Company, solely to the Company's investors, investment bankers, lenders, accountants, legal counsel, bona fide prospective investors and employees, in each case only where such persons or entities were under appropriate nondisclosure obligations.

(C) Each Investor may disclose the amount or terms of its own respective investment to any Person or in a press release or other public announcement at its option, and the Company and the other Investors thereafter would be freely entitled to disclose any information so disclosed in a press release or other public announcement.

(D) Within sixty (60) days of the Closing, the Company may issue a press release disclosing that each Investor has invested in the Company; provided that the release does not disclose the amount or terms of the investment and the final form of the press release is approved in advance in writing by the respective Investors. The name of each Investor and the fact that such Investor is a shareholder of the Company can be included in a reusable press release boilerplate statement, so long as such Investor has given the Company its initial approval of such boilerplate statement and the boilerplate statement is reproduced in exactly the form in which it was approved. No other announcement regarding the Financing Terms in a press release, conference, in any professional or trade publication, in any marketing materials or otherwise to the general public shall be made without the prior written consent of the respective Investor, which consent may be withheld at such Investor's sole discretion.

(E) In the event that any party is requested or becomes legally required (including without limitation, pursuant to securities laws and regulations or the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited) or is required by the regulatory authorities for the purpose of consummation of the Qualified IPO, to disclose the existence of this Agreement or any of the Financing Terms

in


contravention of the provisions of this Clause 17, such party (the "DISCLOSING PARTY") shall provide the other parties (the "NON-DISCLOSING PARTIES") with prompt written notice of that fact so that the appropriate party may seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information to the extent reasonably requested by any Non-Disclosing Party.

(F) The provisions of this Clause 17 shall be in addition to, and not in substitution for, the provisions of any separate non-disclosure agreement executed by any of the parties hereto with respect to the transactions contemplated hereby. In particular, additional disclosures and exchange of confidential information between the Company and INTEL (including without limitation, any exchanges of information with any INTEL Board Observer) shall be governed by the terms of the Corporate Non-Disclosure Agreement No. 4837364 dated October 24, 2003, executed by the Company and INTEL, and any Confidential Information Transmittal Records (CITR) provided in connection therewith.

18. EXPENSES

(A) The Company shall pay to and reimburse HSBC, QUALCOMM, and INTEL for all reasonable costs and expenses (including reasonable legal costs and all administrative and out-of-pocket expenses) properly incurred in connection with the due diligence exercise carried out by HSBC, QUALCOMM, and INTEL as contemplated under this Agreement and the negotiation, preparation and completion of this Agreement, the Note, and the transactions contemplated hereby and thereby, provided always that the Company's maximum liability under this Clause shall not exceed US$120,000 in aggregate (the "LEGAL FEES") and provided that, if the Investors do not proceed to Closing (except in the case of breach of this Agreement by the Company, the Founders, or the Initial Shareholders), then the Company shall have no obligation to pay such Legal Fees to HSBC, QUALCOMM, and INTEL.

(B) In performance of its obligations under Clause 18(A), the Company hereby irrevocably authorises HSBC and QUALCOMM to deduct at Closing from its Investment Amount a pro-rata portion (based upon the respective Investment Amounts of HSBC, INTEL and QUALCOMM as compared to US$10,000,000) of the amounts payable by the Company to the Investors under Clause 18(A) prior to transferring the relevant amounts to the Company in accordance with Clause 2(E); provided however, that in the case of INTEL, at Closing, the Company shall pay INTEL a pro-rata portion (based upon the respective Investment Amounts of HSBC, INTEL and QUALCOMM as compared to US$10,000,000) of the amount payable by the Company to INTEL under Clause 18(A). In the event the Investors do not proceed to Closing in relation to a breach of this Agreement by the Company, the Founders, or the Initial Shareholders, the Company shall pay the Legal Fees as described in this Clause 18(A) within five Business Days of written notice from all Investors of such breach.


19. MISCELLANEOUS

(A) If at any time one or more of the provisions of this Agreement is or becomes invalid, illegal, unenforceable or incapable of performance in any respect, the validity, legality, enforceability or performance of the remaining provisions of this Agreement shall not thereby in any way be affected or impaired.

(B) No single or partial exercise of, or failure or omission to exercise or delay in exercising any right, power, Claim or remedy vested in any party under or pursuant to this Agreement or otherwise shall affect, prejudice or constitute a waiver by such party of such or any other right, power, Claim or remedy.

(C) Any right, power, Claim or remedy expressly conferred upon any party under this Agreement shall be in addition to and without prejudice to all other rights, powers, Claims and remedies which would otherwise be available to such party under this Agreement or at law.

(D) Any notice, demand or other communication to be given by any party to the other parties under this Agreement shall be in writing, and shall be deemed duly served if:

(i) delivered personally;

(ii) sent by prepaid registered post; or

(iii) sent by facsimile transmission,

to the address or facsimile number (as the case may be) of such other party previously in writing notified to the party serving the same (and, in the case of any subsequent change of the address or facsimile number, such notification shall be given in accordance with the provisions of this Agreement and shall state in clear terms the intention to change the address or facsimile number, as the case may be).

(E) A notice, demand or other communication shall be deemed served:

(i) if delivered personally, at the time of delivery;

(ii) if sent by post, at the expiration of two Business Days (for local addresses in Hong Kong) or five Business Days (for any other overseas address) after the envelope containing the same has been delivered into the custody of the postal authorities; and

(iii) if sent by facsimile transmission, upon receipt by the party giving the same of machine printed confirmation of such transmission.

(F) In proving the service of any notice, demand or other communication, it shall be sufficient to prove that:

(i) in the case of personal delivery, the same has been delivered or left at the address, or the postal box of such address, of the party to be served on;


(ii) in the case of a mail, the envelope containing the same has been properly addressed, delivered into the custody of the postal authorities and duly stamped; and

(iii) in the case of a facsimile transmission, the same has been duly transmitted to the facsimile number of the party to be served on.

(G) For the purposes of Clause 19(D) above, the initial address and facsimile number of each party are:


To:                        Dr. Dong Defu

Address:                   5/F., M7 East, No. 1 Jiu Xian Qiao Dong Road
                                        Chao Yang District, Beijing, PRC

Facsimile number:          (86 10) 8457 4122

To:                        Mr. Huo Baozhuang

Address:                   5/F., M2 East, No. 1 Jiu Xian Qiao Dong Road
                                        Chao Yang District, Beijing, PRC

Facsimile number:          (86 10) 8457 4122

To:                        Mr. He Changke

Address:                   5/F., M7 East, No. 1 Jiu Xian Qiao Dong Road
                                        Chao Yang District, Beijing, PRC

Facsimile number:          (86 10) 8457 4122

To:                        Mr. Liu Cangsong

Address:                   5/F., M2 East, No. 1 Jiu Xian Qiao Dong Road
                                        Chao Yang District, Beijing, PRC

Facsimile number:          (86 10) 8457 4122

To:                        Mr. Tan Wensheng

Address:                   No. 5, Zhang Dian Road, Shi Nan District
                                        Qingdao City, PRC

Facsimile number:          (86 21) 6380 5149

To:                        Mr. Wu Kebo

Address:                   Room 1909, 19/F., Hutchsion House
                                        10 Harcourt Road, Central, Hong Kong

Facsimile number:          (852) 2121 0345


To:                        The Group Companies

Address:                   5/F M7 East, No. 1 Jiu Xian Qiao Dong Road,
                                        Chao Yang District, Beijing, PRC

Facsimile number:          (86 10) 8457 4122
For the attention of:       Dr. Dong Defu, Chairman

To:                        HTF7 Limited

Address:                   c/o HSBC Private Equity (Asia) Ltd., Level 17,
                                        1 Queen's Road Central
                                        Central, Hong Kong

Facsimile:                 852-28459992
For attention of:          Managing Director


To:                        SeaBright China Special Opportunities (I)
                           Limited

Address:                   c/o 36th Floor, Far East Finance Centre
                                       16 Harcourt Road, Hong Kong

Facsimile number:          (852) 2861 1845
For the attention of:      Managing Director

To:                        QUALCOMM Incorporated
                           5775 Morehouse Drive
                           San Diego, California  92121-1714

Facsimile number:          +1 858-651-4501
For the attention of:      Mike Shambach

                           and

To:                        QUALCOMM Incorporated
                           2601 North Tower, Beijing Kerry Centre
                           No. 1 Guanghua Road, Chao Yang District
                           Beijing, 100020, People's Republic of China

Facsimile number:          +86 10 8529 6110
For the attention of:      Olivier Glauser

To:                        Intel Capital Corporation
                           c/o Intel Semiconductor Ltd
                           32/F Two Pacific place
                           88 Queensway, Central
                           Hong Kong
Fax:                       852- 2240 3775
For the attention of:      APAC Portfolio Manager

With an e-mail copy in .pdf format to apacportfolio@intel.com

(H) Time shall be of the essence of this Agreement, both as regards the dates and periods specifically mentioned in this Agreement and as to any date and period which may by written agreement between or on behalf of the parties be substituted for them.

(I) This Agreement shall be binding on and shall inure for the benefit of the successors and assignees of the parties. None of the parties may assign any of its rights or obligations under this Agreement without the prior consent in writing of the other parties; provided however that the Investors may assign their rights and obligations under this Agreement to any Note Transferee, pursuant to Clause 16(H).

(J) This Agreement may be executed in any number of counterparts and by any party on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.


(K) All notices, communications, and proceedings relating to this financing and the exercise or performance of the parties' respective rights and duties shall be in the English language.

(L) Except with respect to the references in Clause 11 to the Exchange Act and the Securities Act, this Agreement shall be governed by and construed exclusively in accordance with the internal laws of Hong Kong without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of Hong Kong to the rights and duties of the parties hereunder.

(M) The parties shall submit to the non-exclusive jurisdiction of the courts of Hong Kong.

(N) The following parties hereby irrevocably appoint the persons set out opposite their names below as their respective agents to accept service of process in Hong Kong in any legal proceeding arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the parties concerned:

PARTY AGENT AND ADDRESS

Group Companies                China Everbright Capital Limited
                               40/F., Far East Finance Centre, 16
                               Harcourt Road, Hong Kong

SEABRIGHT                      China Everbright Assets
                               Management Limited
                               36/F., Far East Finance Centre, 16
                               Harcourt Road, Hong Kong

HSBC                           HSBC Private Equity (Asia) Ltd.,
                               Level 17,
                               1 Queen's Road Central
                               Central, Hong Kong

INTEL                          Intel Capital Corporation
                               c/o Intel Semiconductor Ltd
                               32/F Two Pacific Place
                               88 Queensway
                               Central, Hong Kong

QUALCOMM                       QUALCOMM International Inc.
                               (HK Rep office)
                               Units 1903-04, 19th Floor
                               No. 9 Queen's Road Central,
                               Central, Hong Kong

Founders                       China Everbright Capital Limited
                               40/F., Far East Finance Centre, 16
                               Harcourt Road, Hong Kong


PARTY AGENT AND ADDRESS

Initial Shareholders           China Everbright Capital Limited
                               40/F., Far East Finance Centre, 16
                               Harcourt Road, Hong Kong

(O) If any of the process agents ceases to be able to act as such or to have an address in Hong Kong, the party or parties which appoint such process agent shall appoint a new process agent in Hong Kong and to deliver to the other parties within thirty (30) days a copy of a written acceptance of appointment by the new process agent. In the event of any failure to appoint a substitute process agent, it shall be effective service for the other parties to serve the process upon the last known address in Hong Kong of the last known process agent for such party notified to the other parties, notwithstanding that such process agent is no longer found at such address or has ceased to act.

(P) Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgement or other settlement in any other courts.

(Q) Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and all Investors and each party to this Agreement shall be bound by any such amendment whether or not he or it is a signatory to the relevant document.

(R) This Agreement sets forth the entire agreement and understanding among the parties in relation to the transactions contemplated by this Agreement, and supersedes and cancels in all respects all previous letters of intent, correspondence, understandings, agreements and undertakings (if any) among the parties with respect to the subject matter of this Agreement, whether such be written or oral, provided, however, that nothing in this Agreement or related agreements shall be deemed to terminate or supersede the provisions of any confidentiality and nondisclosure agreements executed by the parties hereto prior to the date of this Agreement, all of which agreements shall continue in full force and effect until terminated in accordance with their respective terms.

(S) Each Investor stipulates that it is not relying upon any person or entity other than the Group Companies and their respective officers and directors in entering into this Agreement or investing in the Company, and specifically and without limitation is not relying on any other Investor or any other Investor's controlling persons, member, shareholders, officers, directors, employees, agents, or professional advisers, or on any advice, representations, or work product of any of them. Each Investor hereby waives any claim against, and covenants not to sue, any other Investor or the respective controlling persons, members, shareholders, officers, directors, employees, agents, or professional advisers of any Investor on account of any action heretofore or hereafter taken or omitted to be taken in connection with this Agreement or any transaction contemplated hereby.


[SIGNATURE PAGES FOLLOW]


IN WITNESS whereof the parties have executed this Agreement the day and year first above written.

COMPANY:

SIGNED BY DONG DEFU                   )
          ----------------------------
as:  Director                         )
     ---------------------------------
for and on behalf of                  ) /S/
                                      --------------------------------------
TECHFAITH WIRELESS COMMUNICATION      )TECHFAITH WIRELESS COMMUNICATION
TECHNOLOGY LIMITED                    )TECHNOLOGY LIMITED
in the presence of:                   )

Signature of Witness:

Name: Josephine C.K. Chan
      --------------------------------
Address:  18th Floor, Edinburgh Tower
          ----------------------------
The Landmark, Central, Hong Kong
--------------------------------------

GROUP COMPANIES:

SIGNED BY DONG DEFU                   )
          ----------------------------
as: Director                          )
    ----------------------------------
for and on behalf of                  ) /S/
                                      --------------------------------------
GREAT EARNEST TECHNOLOGY LIMITED      )GREAT EARNEST TECHNOLOGY LIMITED
in the presence of:                   )

Signature of Witness:

Name: Josephine C.K. Chan
      --------------------------------
Address:  18th Floor, Edinburgh Tower
          ----------------------------
The Landmark, Central, Hong Kong
--------------------------------------


SIGNED BY         DONG DEFU           )
         -----------------------------
as: Director                          )
    ----------------------------------
for and on behalf of                  ) /S/
                                      --------------------------------------
BEIJING TECHFAITH R&D CO., LTD.       )BEIJING TECHFAITH R&D CO., LTD.
in the presence of:                   )

Signature of Witness:

Name: Josephine C.K. Chan
      --------------------------------
Address:  18th Floor, Edinburgh Tower
          ----------------------------
The Landmark, Central, Hong Kong
--------------------------------------


IN WITNESS whereof the parties have executed this Agreement the day and year first above written.

GROUP COMPANIES:

SIGNED BY DONG DEFU                   )
          ----------------------------
as:  Director                         )
    ----------------------------------      /S/
for and on behalf of                  )--------------------------------------
LEO TECHNOLOGY LIMITED                )LEO TECHNOLOGY LIMITED
in the presence of:                   )


Signature of Witness:

Name: Josephine C.K. Chan
      --------------------------------
Address:  18th Floor, Edinburgh Tower
          ----------------------------
The Landmark, Central, Hong Kong
--------------------------------------


SIGNED BY DONG DEFU                   )
          ----------------------------
as:  Director                         )
    ----------------------------------  /S/
for and on behalf of                  )--------------------------------------
CENTEL TECHNOLOGY R&D CO., LIMITED    )CENTEL TECHNOLOGY R&D CO., LIMITED
in the presence of:                   )


Signature of Witness:

Name: Josephine C.K. Chan
      --------------------------------
Address:  18th Floor, Edinburgh Tower
          ----------------------------
The Landmark, Central, Hong Kong
--------------------------------------


SIGNED BY         DONG DEFU           )
         -----------------------------
as:  Director                         )
    ----------------------------------
for and on behalf of                  )  /S/
                                      ----------------------------------------
STEP TECHNOLOGIES (BEIJING) CO.,      )STEP TECHNOLOGIES (BEIJING) CO., LIMITED
LIMITED
in the presence of:                   )


Signature of Witness:

Name: Josephine C.K. Chan
      --------------------------------
Address:  18th Floor, Edinburgh Tower
          ----------------------------
The Landmark, Central, Hong Kong
--------------------------------------


IN WITNESS whereof the parties have executed this Agreement the day and year first above written.

GROUP COMPANIES:

SIGNED BY DONG DEFU                      )
         --------------------------------
as:  Director                            )
    -------------------------------------     /S/
for and on behalf of                     )--------------------------------------
FINEST TECHNOLOGY LIMITED                )FINEST TECHNOLOGY LIMITED
in the presence of:                      )


Signature of Witness:

Name: Josephine C.K. Chan
      -----------------------------------
Address:  18th Floor, Edinburgh Tower
          -------------------------------
The Landmark, Central, Hong Kong
-----------------------------------------

SIGNED BY DONG DEFU                      )
         --------------------------------
as:  Director                            )
    -------------------------------------      /S/
for and on behalf of                     )-------------------------------------
LEADTECH COMMUNICATION TECHNOLOGY        )LEADTECH COMMUNICATION TECHNOLOGY
(SHANGHAI) LIMITED                       )(SHANGHAI) LIMITED
in the presence of:                      )

Signature of Witness:

Name: Josephine C.K. Chan
Address: 18th Floor, Edinburgh Tower The Landmark, Central, Hong Kong

IN WITNESS whereof the parties have executed this Agreement the day and year first above written.

INVESTORS:

SIGNED BY RAYMOND Y H LEUNG              )
          -------------------------------
as:  Authorized Signatory                )
    -------------------------------------
for and on behalf of                     )         /S/
THE HTF 7 LIMITED                        )     ---------------------------------
in the presence of:                      )     THE HTF 7 LIMITED

Signature of Witness:

Name: Michael H. Hosokawa
Address: 25/F., Three Exchange Square 8 Connaught Place, Central, Hong Kong

SIGNED BY LIEW MUN KIONS                 )
         --------------------------------
as:  Authorized Signatory                )
   --------------------------------------
for and on behalf of                     )          /S/
SEABRIGHT CHINA SPECIAL                  )      --------------------------------
OPPORTUNITIES (I) LIMITED                )     SEABRIGHT CHINA SPECIAL
in the presence of:                      )     OPPORTUNITIES (I) LIMITED


Signature of Witness:

Name:  Michael H. Hosokawa
      -----------------------------------
Address:  25/F., Three Exchange Square
         --------------------------------
8 Connaught Place, Central, Hong Kong
-----------------------------------------


IN WITNESS whereof the parties have executed this Agreement the day and year first above written.

INVESTORS:

SIGNED BY FRANCIS LO                      )
         ---------------------------------
as:  Authorized Signatory                 )
    --------------------------------------
for and on behalf of                      )         /S/
INTEL CAPITAL CORPORATION                 )     --------------------------------
in the presence of:                       )     INTEL CAPITAL CORPORATION


Signature of Witness:

Name:  Michael H. Hosokawa
      ------------------------------------
Address:  25/F., Three Exchange Square
         ---------------------------------
8 Connaught Place, Central, Hong Kong
------------------------------------------

SIGNED BY TONY THORNLEY ) as: President and Chief Operating Officer)

for and on behalf of                      )         /S/
QUALCOMM, INCORPORATED                    )     --------------------------------
in the presence of:                       )     QUALCOMM, INCORPORATED

Signature of Witness:

Name:  /s/
      ------------------------------------
Address:  QUALCOMM Incorporated
         ---------------------------------
5775 Morehouse Drive San Diego CA 92121
------------------------------------------


IN WITNESS whereof the parties have executed this Agreement the day and year first above written.

FOUNDERS:

SIGNED BY DONG DEFU                        )
                                           )         /S/
                                                 -------------------------------
in the presence of:                        )     DONG DEFU


Signature of Witness:

Name: Josephine C.K. Chan
      -------------------------------------
Address:  18th Floor, Edinburgh Tower
          ---------------------------------
The Landmark, Central, Hong Kong
-------------------------------------------

SIGNED BY LIU CANGSONG                     )
                                           )         /S/
                                                 -------------------------------
in the presence of:                        )     LIU CANGSONG


Signature of Witness:

Name: Eva Hon
      -------------------------------------
Address:  5/F M7 East, No. 1 Jiu Xian Qiao
          ---------------------------------
Dong Road, Chao Yang District, Beijing, PRC
-------------------------------------------


IN WITNESS whereof the parties have executed this Agreement the day and year first above written.

FOUNDERS:

SIGNED BY HE CHANGKE                     )
                                         )         /S/
                                               ---------------------------------
in the presence of:                      )     HE CHANGKE


Signature of Witness:

Name: Kelvin Wu
      -----------------------------------
Address:  40/F., Far East Finance Centre
          -------------------------------
16 Harcourt Road, Hong Kong
-----------------------------------------

SIGNED BY HUO BOUZHUANG                  )
                                         )         /S/
                                               ---------------------------------
in the presence of:                      )     HUO BAOZHUANG


Signature of Witness:

Name: Kelvin Wu
      -----------------------------------
Address:  40/F., Far East Finance Centre
          -------------------------------
16 Harcourt Road, Hong Kong
-----------------------------------------


IN WITNESS whereof the parties have executed this Agreement the day and year first above written.

INITIAL SHAREHOLDERS:

SIGNED BY TAN WENSHENG                     )
                                           )         /S/
                                                 -------------------------------
in the presence of:                        )     TAN WENSHENG


Signature of Witness:

Name: Eva Hon
      -------------------------------------
Address:  5/F M7 East, No. 1 Jiu Xian Qiao
          ---------------------------------
Dong Road, Chao Yang District, Beijing, PRC
-------------------------------------------

SIGNED BY WU KEBO                          )
                                           )         /S/
                                                 -------------------------------
in the presence of:                        )     WU KEBO


Signature of Witness:

Name: Kelvin Wu
      -------------------------------------
Address:  40/F., Far East Finance Centre
          ---------------------------------
16 Harcourt Road, Hong Kong
-------------------------------------------


EXHIBIT A

SCHEDULE OF INVESTORS

        INVESTOR                          INVESTMENT AMOUNT



    THE HTF 7 LIMITED                        US$4,000,000



 SEABRIGHT CHINA SPECIAL                     US$4,000,000
OPPORTUNITIES (I) LIMITED           (TO BE PAID VIA CANCELLATION OF
                                            EXISTING NOTES)



INTEL CAPITAL CORPORATION                    US$4,000,000



 QUALCOMM, INCORPORATED                      US$2,000,000



         TOTAL                              US$14,000,000


EXHIBIT B

FORM OF REDEEMABLE CONVERTIBLE NOTE


EXHIBIT C

DISCLOSURE SCHEDULE


EXHIBIT D

SCHEDULE OF REPRESENTATIONS AND WARRANTIES


EXHIBIT E

PROPOSED GROUP STRUCTURE

Existing Group Structure

---------------      --------------      -------------     --------------      --------------      -------------
Dong  [CHINESE       Huo  [CHINESE       He  [CHINESE      Liu  [CHINESE       Tan  [CHINESE       Wu  [CHINESE
     CHARACTER]          CHARACTER]         CHARACTER]         CHARACTER]          CHARACTER]         CHARACTER]
---------------      --------------      -------------     --------------      --------------      -------------
        | 41.15%            | 16.70%           | 3.35%            | 16.65%            | 16.15%           | 6%
        |                   |                  |                  |                   |                  |
         ------------------------------------------------------------------------------------------------
                                                       |
                                                       |
             ---------------------------------------------------------------------                  ------------
                                The Company                                                            NEC
             ---------------------------------------------------------------------                  ------------
                 |                 |                  |                    |70%                          |30%
                 | 100%            | 100%             | 100%               |                             |
                 |                 |                  |                     -----------------------------
      ------------------     ---------------      --------------                            |
         Great Earnest            Leo                 Finest                 -----------------------------
                                                    Technology                    STEP Technologies
      ------------------     ---------------      --------------             -----------------------------
                 |                 |                  |
                 | 100%            | 100%             | 100%
                 |                 |                  |
      ------------------     ---------------      --------------
      Beijing Techfaith         Centel              Leadtech
      ------------------     ---------------      --------------


RE-ORGANISATION STEPS

1. The Investors will invest US$14,000,000 (the "PRE-IPO FUNDS") in the Company by way of subscription of Notes. Except as provided in Clause 2(E)(iv) of the Agreement, the Pre-IPO Funds will be held by the Company upon Closing.

2. Immediately after Step 1 is completed, the Company will grant shareholders' loans of approximately US$2,500,000 (equivalent to RMB20,600,000), US$2,430,000 (equivalent to RMB20,000,000) and US$4,000,000 to Great Earnest, Leo, and Finest Technology, respectively. As a result, approximately US$8,930,000 out of the Pre-IPO Funds will be lent to Great Earnest, Leo and Finest Technology.

3. Immediately after Step 2 is completed, Great Earnest and Leo shall each remit the entire amount loaned by the Company to Beijing Techfaith and Centel, respectively. This payment will satisfy the payment obligations to the Six Shareholders pursuant to the share purchase agreements with the Six Shareholders with respect to Beijing Techfaith and Centel and shall be treated as a donation to Beijing Techfaith and Centel by the Six Shareholders (the "DONATION"). As a result, US$4,930,000 out of the Pre-IPO Funds will then be paid into Beijing Techfaith and Centel. The transformation of each of Beijing Techfaith and Centel from a PRC domestic company to a wholly foreign owned entity ("WFOE") will then be complete.

4. Immediately after Step 2 is completed, Finest Technology shall inject US$2,400,000 of the US$4,000,000 loaned by the Company to Leadtech to pay up its registered capital. The US$2,400,000 cash will be retained in Leadtech and used as working capital.

5. Within thirty days of the completion of Steps 1-4, the Company shall obtain evidence from SAFE evidencing the injection of approximately US$2,500,000, US$2,430,000, and US$2,400,000 into Beijing Techfaith, Centel, and Leadtech, respectively. This evidence will be provided to the Investors within two Business Days of being obtained.

6. Beijing Techfaith and Centel shall recognize the Donation as Reserve. The US$4,930,000 in cash will be retained in Beijing Techfaith and Centel and used as working capital.

7. Within sixty days of the receipt of HSBC's Investment Amount, Leadtech will amend its articles of association and obtain the relevant PRC government approvals required to increase its registered capital and total investment to US$4,000,000.

8. Within thirty days of the completion of Step 7, the Company shall obtain evidence from SAFE evidencing the injection of the additional US$1,600,000 into Leadtech. This evidence will be provided to the Investors within two Business Days of being obtained.

9. The total of US$4,000,000 cash injected in Leadtech will be retained in Leadtech and used as working capital.

10. Prior to the IPO, the Listing Company will be incorporated.

11. Prior to the IPO, the Notes of the Company will be converted into the ordinary shares of


the Company.

12. Prior to the IPO, but after Steps 10 and 11 have been completed, the ordinary shares of the Company held by the Investors shall be converted into shares of the Listing Company at the same time as, and on a pro-rata basis with, all other holders of ordinary shares of the Company such that the Investors hold the same percentage of the Listing Company as they held of the Company, on a fully-diluted basis, immediately after Closing.


GROUP STRUCTURE IMMEDIATELY AFTER THE CONVERSION OF NOTES BUT BEFORE IPO

                                                                                                                    --------------
---------------      --------------      -------------     --------------      --------------      -------------     Investors(1)
Dong  [CHINESE       Huo  [CHINESE       He  [CHINESE      Liu  [CHINESE       Tan  [CHINESE       Wu  [CHINESE
     CHARACTER]          CHARACTER]         CHARACTER]         CHARACTER]          CHARACTER]         CHARACTER]
---------------      --------------      -------------     --------------      --------------      -------------    --------------
        | 36.35%            | 14.75%           | 2.96%            | 14.71%            | 14.27%           | 5.30%          | 11.66%
        |                   |                  |                  |                   |                  |                |
         -----------------------------------------------------------------------------------------------------------------
                                                       |
                                                       |
             ---------------------------------------------------------------------                  ------------
                                The Company                                                            NEC
             ---------------------------------------------------------------------                  ------------
                 |                 |                  |                    |70%                          |30%
                 | 100%            | 100%             | 100%               |                             |
                 |                 |                  |                     -----------------------------
      ------------------     ---------------      --------------                            |
         Great Earnest            Leo                 Finest                 -----------------------------
                                                    Technology                    STEP Technologies
      ------------------     ---------------      --------------             -----------------------------
                 |                 |                  |
                 | 100%            | 100%             | 100%
                 |                 |                  |
      ------------------     ---------------      --------------
      Beijing Techfaith         Centel              Leadtech
      ------------------     ---------------      --------------

Note:

(1). The Notes of the Company will have been converted into the ordinary shares of the Company prior to the IPO of the Company (approximately 1 month before listing).


GROUP STRUCTURE IMMEDIATELY AFTER THE IPO

                                                                                                         -------------  ------------
---------------  --------------  ------------- --------------      --------------      -------------     Investors(2)   Public
Dong  [CHINESE   Huo  [CHINESE   He  [CHINESE  Liu  [CHINESE       Tan  [CHINESE       Wu  [CHINESE                     Shareholders
     CHARACTER]      CHARACTER]     CHARACTER]     CHARACTER]          CHARACTER]         CHARACTER]
---------------  --------------  ------------- --------------      --------------      -------------    --------------  ------------
        | 27.26%        | 11.06%       | 2.22%        | 11.03%            | 10.70%           | 3.98%          | 8.75%       | 25%
        |               |              |              |                   |                  |                |             |
         -------------------------------------------------------------------------------------------------------------------
                                                   |
                                                   |
             ---------------------------------------------------------------------
                                Listing Company(1)
             ---------------------------------------------------------------------
                                                   |
                                                   |
             ---------------------------------------------------------------------                  ------------
                                The Company                                                            NEC
             ---------------------------------------------------------------------                  ------------
                 |                 |                  |                    |70%                          |30%
                 | 100%            | 100%             | 100%               |                             |
                 |                 |                  |                     -----------------------------
      ------------------     ---------------      --------------                            |
         Great Earnest            Leo                 Finest                 -----------------------------
                                                    Technology                    STEP Technologies
      ------------------     ---------------      --------------             -----------------------------
                 |                 |                  |
                 | 100%            | 100%             | 100%
                 |                 |                  |
      ------------------     ---------------      --------------
      Beijing Techfaith         Centel              Leadtech
      ------------------     ---------------      --------------

Notes:

1. To be incorporated.

2. Following the incorporation of the Listing Company, but prior to the IPO, the ordinary shares of the Company held by the Investors shall be converted into shares of the Listing Company at the same time as, and on a pro-rata basis with, all other holders of ordinary shares of the Company.


EXHIBIT F

LIST OF KEY EMPLOYEES

-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
Numbering            Name                               Title                     ID Card Number           Remarks
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
The Company
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
1                    [CHINESE CHARACTERS]  DONG Defu    [CHINESE CHARACTERS]           220224197107242611  [CHINESE CHARACTERS]
                                                        President of the                                   President of
                                                        Group                                              Leadtech

-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
Beijing Techfaith
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
2                    [CHINESE CHARACTERS]  LIU Jun      [CHINESE CHARACTERS]           37030219720619001x  [CHINESE CHARACTERS]
                                                        President                                          Vice President
                                                                                                           of the Group
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
3                    [CHINESE CHARACTERS]  Phillip, HE  [CHINESE CHARACTERS]           120112196201091312  [CHINESE CHARACTERS]
                                           Changke      CTO of the Group                                   Vice President
                                                                                                           of the Group
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
4                    [CHINESE CHARACTERS]  FANG Yibo    [CHINESE CHARACTERS]           110108196811131477  [CHINESE CHARACTERS]
                                                        CTO Vice President                                 Director of
                                                        and CTO                                            Hardware Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
5                    [CHINESE CHARACTERS]  Wilson, CAI  [CHINESE CHARACTERS]           110108196910078990
                                           Xiaonong     Vice President
                                                        and Director of
                                                        Marketing and
                                                        Sales Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
6                    [CHINESE CHARACTERS]  LI Shugang   [CHINESE CHARACTERS]           120108196801244058
                                                        Vice President
                                                        and Director of
                                                        Project Management Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
7                    [CHINESE CHARACTERS]  LI Wei       [CHINESE CHARACTERS]           110101197207154031
                                                        Director of
                                                        Software Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
8                    [CHINESE CHARACTERS]  Domen ZHU    [CHINESE CHARACTERS]           120111195807260052
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------


-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
                                           Hongyuan     Director of
                                                        Mechanical
                                                        Engineering Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
9                    [CHINESE CHARACTERS]  Tom WANG     [CHINESE CHARACTERS]            12010519680814451x
                                           Xuezhong     Director of Sourcing Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
10                   [CHINESE CHARACTERS]  Martin TEE   [CHINESE CHARACTERS] (ID)                 A9553054
                                                        [CHINESE CHARACTERS]
                                           CHENG SIONG  Director of
                                                        Industrial Design Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
Centel
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
11                   [CHINESE CHARACTERS]  Bob, HUO     [CHINESE CHARACTERS]               650300710513401 [CHINESE CHARACTERS]
                                           Baozhuang    President                                          of the Group
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
12                   [CHINESE CHARACTERS]  Peter LIU    [CHINESE CHARACTERS]               110108710427891
                                           Cangsong     Vice President
                                                        and Director of
                                                        Marketing and Sales Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
13                   [CHINESE CHARACTERS]  Ken SU       [CHINESE CHARACTERS]               132622760213063
                                                        Vice President
                                                        and Director of
                                                        Technical Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
14                   [CHINESE CHARACTERS]  WANG Wagon   [CHINESE CHARACTERS] (ID)          110108720605371
                                                        [CHINESE CHARACTERS]
                                                        Director of
                                                        Industrial
                                                        Design Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
15                   [CHINESE CHARACTERS]  CHEN         [CHINESE CHARACTERS]            330219197010144032
                                           Xingxing     Director of Mobile
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------


-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
                                                        Software Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
16                   [CHINESE CHARACTERS]  WU Zunxiang  [CHINESE CHARACTERS]           110105197412169633
                                                        Director of PDA
                                                        Software Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
17                   [CHINESE CHARACTERS]  Max NIU      [CHINESE CHARACTERS]           110224196711200039
                                                        Director of
                                                        Sourcing Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
18                   [CHINESE CHARACTERS]  Sean KANG    [CHINESE CHARACTERS]              430603721023303
                                                        Director of
                                                        Hardware Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
19                   [CHINESE CHARACTERS]  Daytojoy DAI [CHINESE CHARACTERS]              370104720616001
                                                        Director of
                                                        Mechanical
                                                        Engineering Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
20                   [CHINESE CHARACTERS]  Irene RAN Bo [CHINESE CHARACTERS]           612401197403150544
                                                        Director of
                                                        Module Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
STEP Technologies
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
21                   [CHINESE CHARACTERS]  FAN Liming   [CHINESE CHARACTERS]              330106641229003  [CHINESE CHARACTERS]
                                                        President                                          Vice President
                                                                                                           of the Group
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
22                   [CHINESE CHARACTERS]  Michael FU   [CHINESE CHARACTERS]              330106740708001
                                           Haoqiang     Director of
                                                        Marketing and
                                                        Sales Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
23                   [CHINESE CHARACTERS]  Roger, HUANG [CHINESE CHARACTERS]           650104197208292510
                                           Ruojian      Director of
                                                        Software Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
24                   [CHINESE CHARACTERS]  Ted, ZHAO    [CHINESE CHARACTERS]           370920197212286099
                                           Yutao        Director of Quality &
                                                        Process Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
25                   [CHINESE CHARACTERS]  LI Hai       [CHINESE CHARACTERS] (ID)      460100197310271512
                                                        [CHINESE CHARACTERS]
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------


-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
                                                        [CHINESE CHARACTERS]
                                                        Director of Industrial
                                                        Design Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
26                   [CHINESE CHARACTERS]  Pierre SUN   [CHINESE CHARACTERS]           510102196911257591
                                           Penglong     Director of Hardware Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
27                   [CHINESE CHARACTERS]  John LI      [CHINESE CHARACTERS]              120107720630241
                                           Zhen         Director of Project
                                                        Management Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
28                   [CHINESE CHARACTERS]  Young YANG   [CHINESE CHARACTERS]           632821197112260517
                                           Yuxin        Director of Sourcing Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
29                   [CHINESE CHARACTERS]  LI Chengzhi  [CHINESE CHARACTERS]            42011197005274073
                                                        Director of Mechanical
                                                        Engineering Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
[CHINESE CHARACTERS]
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
30                   [CHINESE CHARACTERS]  James, HUANG [CHINESE CHARACTERS]              142127720906051
                                           Junhou       Vice President
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
31                   [CHINESE CHARACTERS]  Samuel, WANG [CHINESE CHARACTERS]              372328731115001
                                           Xun          Director of Mechanical
                                                        Engineering Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------
32                   [CHINESE CHARACTERS]  Mike, YU     [CHINESE CHARACTERS]           510102197412257495
                                           Xiao         Director of Hardware Dept
-------------------- ---------------------------------- ------------------------- ------------------------ -------------------------


EXHIBIT 4.5
Execution Copy

DATE 9TH NOVEMBER 2004

CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY
LIMITED
TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED
GREAT EARNEST TECHNOLOGY LIMITED
BEIJING TECHFAITH TECHNOLOGY R&D CO., LTD.
LEO TECHNOLOGY LIMITED
BEIJING CENTEL TECHNOLOGY R&D CO., LTD.
STEP TECHNOLOGIES (BEIJING) CO., LTD.
FINEST TECHNOLOGY LIMITED
LEADTECH COMMUNICATION TECHNOLOGY (SHANGHAI) LIMITED
THE EXISTING SHAREHOLDERS (AS DEFINED HEREIN)
HTF 7 LIMITED
SEABRIGHT CHINA SPECIAL OPPORTUNITIES (I) LIMITED
INTEL CAPITAL CORPORATION
AND
QUALCOMM INCORPORATED


AGREEMENT FOR THE TRANSFER AND ASSUMPTION
OF VARIOUS OBLIGATIONS UNDER THE
NOTE SUBSCRIPTION AGREEMENT


FONG & NG
In association with:
King & Wood, PRC Lawyers
Goodmans
Suite 1101, 11th Floor,
9 Queen's Road Central,
Hong Kong
Tel: 2848 4848
Fax: 2845 2994

(212772/ST/JC)


THIS AGREEMENT is made the 9th day of November 2004

AMONG

(1) CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED, a company incorporated in the Cayman Islands whose registered office is situated at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies ("TECHFAITH CAYMAN");

(2) TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED, a company incorporated in the British Virgin Islands whose registered office is situated at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands ("TECHFAITH BVI");

(3) GREAT EARNEST TECHNOLOGY LIMITED, a company incorporated under the laws of the British Virgin Islands whose registered office is situated at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands;

(4) BEIJING TECHFAITH TECHNOLOGY R&D CO., LTD., a limited liability company established under the laws of the People's Republic of China, the legal address of which is at No. 1 Jiu Xian Qiao East Road, Chao Yang District, Beijing 100016, the People's Republic of China;

(5) LEO TECHNOLOGY LIMITED, a company incorporated under the laws of the British Virgin Islands whose registered office is situated at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands;

(6) CENTEL TECHNOLOGY R&D CO., LTD., a limited liability company established under the laws of the People's Republic of China, the legal address of which is at No. 1 Jiu Xian Qiao East Road, Chao Yang District, Beijing 100016, the People's Republic of China;

(7) STEP TECHNOLOGIES (BEIJING) CO., LTD., a limited liability company established under the laws of the People's Republic of China, the legal address of which is at Rm. 4, West Building M-8, No.1 Jiu Xian Qiao East Road, Chao Yang


District, Beijing 100016, the People's Republic of China;

(8) FINEST TECHNOLOGY LIMITED, a company incorporated under the laws of the British Virgin Islands whose registered office is situated at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands;

(9) LEADTECH COMMUNICATION TECHNOLOGY (SHANGHAI) LIMITED, a limited liability company established under the laws of the People's Republic of China, the legal address of which is at 6F/8#, Riverfront, Harbor, No.3000 Longdong Avenue, Pudong, Shanghai, China;

(10) DONG DEFU of 309-03-04, Da Xi Yang Xin Cheng, Wang Jing, Chaoyang District, Beijing, the People's Republic of China ("MR. DONG");

(11) HUO BAOZHUANG of Room 13-602, Building 39, No. 29 Jianguo Road, Chaoyang District, Beijing, the People's Republic of China ("MR. HUO");

(12) HE CHANGKE of No.1161, Xiao Nan Zhuang 38, Haidian District, Beijing, the People's Republic of China ("MR. HE");

(13) LIU CANGSONG of 5/F M7 East, No. 1 Jiu Xian Qiao Dong Road, Chao Yang Disctrict, Beijing, the People's Republic of China ("MR. LIU");

(14) TAN WENSHENG of 5/F M7 East, No. 1 Jiu Xian Qiao Dong Road, Chaoyang Disctrict, Beijing, the People's Republic of China ("MR. TAN");

(15) WU KEBO of Room 1909, 19/F., Hutchison House, 10 Harcourt Road, Central, Hong Kong ("MR. WU");

(16) SO CHONG KEUNG of Room 4903, 49/F, Office Tower, Hong Kong Convention and Exhibition Plaza, 1 Harbour Road, Wanchai, Hong Kong ("MR. SO");

(17) NGAN IEK of Rua de Foshan, No.51, Edif. San kin yip Centro Commercial, 17 andar, Macau ("MR. NGAN");

(18) CAPITAL GROUP RESOURCES LIMITED, a company incorporated in the British Virgin Islands whose principal place of business is situated at 39th Floor,


Two International Finance Centre, 8 Finance Street, Hong Kong ("CGRL");

(19) CHOW SIU HONG of Room 1909, 19/F., Hutchison House, 10 Harcourt Road, Central, Hong Kong ("MR. Chow");

(20) MODERN RAY LIMITED, a company incorporated in the British Virgin Islands whose registered office is situated at Sea Meadow House, Blackburne Highway, P.O. Box 116, Road Town, Tortola, British Virgin Islands ("MRL");

(21) FINANCIERE NATEXIS SINGAPORE 2 PTE LTD., a company incorporated in Singapore whose registered office is situated at 1 Temasek Avenue, #27-01 Millenia Tower, Singpaore 039192 ("FNS 2");

(Mr. Dong, Mr. Huo, Mr. He, Mr. Liu, Mr. Tan, Mr. Wu, Mr. So, Mr. Ngan, CGRL, Mr. Chow, MRL and FNS 2 together known as the "EXISTING SHAREHOLDERS" or individually an "EXISTING SHAREHOLDER")

(22) HTF 7 LIMITED., a company incorporated in the Cayman Islands whose registered office is situated at Strathvale House, North Church Street, P.O. Box 1109, George Town, Grand Cayman, Cayman Islands ("HTF");

(23) SEABRIGHT CHINA SPECIAL OPPORTUNITIES (I) LIMITED, a company incorporated in the British Virgin Islands whose registered office is situated at 125 Main Street, P.O. Box 144, Road Town, Tortola, British Virgin Islands ("SEABRIGHT");

(24) INTEL CAPITAL CORPORATION, a company incorporated in the Cayman Islands whose principal place of business is situated at 32/F Two Pacific Place, 88 Queensway, Central, Hong Kong ("INTEL"); and

(25) QUALCOMM INCORPORATED, a company incorporated in Delaware, the United States whose registered office is situated at 5775 Morehouse Drive, San Diego, California, USA 92121 ("QUALCOMM").

(HTF, SeaBright, Intel and Qualcomm together known as the "NOTEHOLDERS" or individually a "NOTEHOLDER")


PRELIMINARY

A. Certain of the parties hereto are parties to a note subscription and rights agreement (the "NOTE SUBSCRIPTION AGREEMENT") dated 9 April 2004 pursuant to which each of the Noteholders subscribed for a redeemable convertible note of Techfaith BVI subject to the terms and conditions stated in the Note Subscription Agreement. Techfaith BVI issued a redeemable convertible note (together the "NOTES" or individually the "NOTE") to each of the Noteholders upon closing of the transactions contemplated by the Note Subscription Agreement on 16 April 2004.

B. As part of the reorganisation (the "REORGANISATION") in preparation for the listing of the shares of Techfaith Cayman on the Nasdaq National Market, Techfaith BVI became a wholly owned subsidiary of Techfaith Cayman and the Existing Shareholders who were shareholders of Techfaith BVI became shareholders of Techfaith Cayman with the same proportional interests as their proportional shareholdings in Techfaith BVI (the "SHARE SWAP").

C. Pursuant to Clause 15(A) of the Note Subscription Agreement, it is a requirement that upon the completion of the Reorganisation (as defined therein), the Noteholders should hold the same percentage of ordinary shares (or securities convertible into such ordinary shares) in Techfaith Cayman as those held in Techfaith BVI with identical rights as those in relation to the ordinary shares of Techfaith BVI, under their respective articles of association and other Constitutional Documents (as defined therein).

D. Pursuant to Clause 15(B) of the Note Subscription Agreement, it is a requirement that should a company become a 100% parent of Techfaith BVI, that company (in this case Techfaith Cayman) would be required to be added as a party to the Note Subscription Agreement and be bound by the terms therein in the capacity of a Group Company as defined therein.

E. Pursuant to Clause 13(A) of the Note Subscription Agreement, it is a requirement that written approval of 100% of the Noteholders be obtained before certain acts required in connection with the Reorganisation be performed.

F. In consideration of the mutual consents and undertakings below, the parties enter into this Agreement to give effect to the matters set out in Recitals (C) to (E) above.


IT IS AGREED as follows:-

1. This Agreement shall be conditional on the following:

(i) the closing of the Share Swap; and

(ii) the execution and issue of the Cayman Notes (as defined below) as deeds pursuant to Clause 4,

and shall be deemed effective as of the date of satisfaction of the last of the aforesaid conditions (the "EFFECTIVE DATE").

2. With effect from and after the Effective Date, each of the Noteholders provides its written consent to:-

(i) the entry by Techfaith Cayman into that certain "Sale and Purchase Agreement in Relation to the Entire Issued Share Capital of Techfaith Wireless Communication Technology Limited" with the Existing Investors and certain other parties, in the form attached here to as Schedule 1;

(ii) the issuance of shares of Techfaith Cayman to and only to the Existing Investors, only to give effect to the Share Swap;

(iii) the acquisition by Techfaith Cayman of all shares of Techfaith BVI from the Existing Investors only to give effect to the Share Swap;

(iv) the change in the corporate structure of the Group effected by (and only by) the Share Swap; and

(v) the issuance by Techfaith Cayman of the Cayman Notes (as defined below).

(vi) the changing of the accounting reference date of the Group Companies (as defined in the Note Subscription Agreement), apart from those established under the laws of the People's Republic of China, to 31 December as approved by the respective board of each Group Company;


(vii) the changing of the accounts reporting policies of the Group from HK GAAP to US GAAP as approved by the respective board of each Group Company; and

(viii) so long, but only for so long as the Noteholders have not nominated a director to the respective boards of directors of Techfaith BVI and Techfaith Cayman, the quorum for all board meetings shall be three directors including Mr. Dong Defu and resolutions previously passed at board meetings with the necessary quorum or board resolutions which are signed by all the directors for the time being shall be approved, confirmed and ratified.

3. In relation to the Note Subscription Agreement and with effect from Effective Date:-

3.1 Techfaith BVI hereby assigns, and Techfaith Cayman assumes, all obligations of Techfaith BVI under the Note Subscription Agreement (including without limitation the obligations relating to participation rights, registration rights, protective provisions and information rights), excluding the obligations which have been fully performed by Techfaith BVI prior to the Effective Date. Techfaith Cayman shall observe and be bound by the provisions of, and perform all obligations under, the Note Subscription Agreement as are applicable to the "Company" or a "Group Company" as defined therein. The Noteholders consent to the assignment and assumption in this Clause 3.1;

3.2 The Existing Shareholders hereby agree and undertake to observe and be bound by the applicable provisions of, and perform all applicable obligations under, the Note Subscription Agreement in relation to the shares of Techfaith Cayman to be held by the Existing Shareholders pursuant to the Reorganisation, including but not limited to the prohibitions and restrictions imposed on the Existing Shareholders against dealings in their "Shares" in Techfaith Cayman;

3.3 the Note Subscription Agreement is amended as follows:-

(i) Techfaith Cayman is added as a party to the Note Subscription Agreement and references to the "Company" in the Note


Subscription Agreement (except in relation to the obligations and events which have already been fully performed or occurred prior to the Effective Date and except in Clause 16(K), Exhibit C (Disclosure Schedule), Exhibit D (Schedule of Representations and Warranties), Exhibit E (Proposed Group Structure) and Exhibit F (List of Key Employees) thereof) shall mean Techfaith Cayman, and references to the "Group Companies" shall include Techfaith Cayman, Techfaith BVI and their respective subsidiaries;

(ii) prohibitions and restrictions imposed on the Existing Shareholders against dealings in their "Shares" shall apply to ordinary shares of US$1.00 each in Techfaith Cayman held by such Existing Shareholders from time to time;

(iii) all provisions under the Note Subscription Agreement which relate to the "Shares" to be held by the Noteholders upon conversion of the Notes shall be construed to relate refer to ordinary shares of US$1.00 each in Techfaith Cayman; and

(iv) subject to satisfaction of the conditions in Clause 5.1, the rights to demand for repayment and redemption by the Noteholders shall be rights as against Techfaith Cayman;

3.4 the composition of the board of directors of Techfaith Cayman shall be the same as that of the board of directors of Techfaith BVI. The terms "Board" or "Board of Directors" referred to in the Note Subscription Agreement shall be construed as references to the board of directors of Techfaith Cayman;

4. On Effective Date, Techfaith Cayman shall execute as a deed and deliver to each Noteholder a replacement redeemable convertible note (the "CAYMAN NOTE") in the same form as set out in Schedule 2.

5. In relation to the Note Subscription Agreement:-

5.1 the following sub-clauses 5.2 to 5.4 shall take effect on the Effective Date subject to the following documents being delivered by Techfaith BVI and Techfaith Cayman to all of the Noteholders within 15 days of the Effective


Date:-

(i) the executed Cayman Note (to be executed as a deed and issued to each Noteholder on the Effective Date pursuant to Clause 4);

(ii) a certified copy of the Techfaith Cayman Memorandum and Articles of Association as then in effect;

(iii) a certificate of good standing issued by the Cayman Islands Registrar of Companies with respect to Techfaith Cayman;

(iv) a certified copy of the Techfaith Cayman share register, showing the Existing Shareholders holding the same percentage of Techfaith Cayman as each held of Techfaith BVI immediately before the Share Swap;

(v) a certified copy of the Techfaith BVI share register showing Techfaith Cayman as the sole shareholder; and

(vi) a certificate of good standing issued by the British Virgin Island Registrar of Companies with respect to Techfaith BVI.

5.2 Techfaith BVI transfers, and Techfaith Cayman assumes, all obligations of Techfaith BVI under the Notes (including without limitation the obligations to issue shares pursuant to the Notes, to repay the Notes and to implement redemption procedures). Techfaith Cayman hereby undertake to perform and be bound by the Notes on the basis that Techfaith Cayman replaces Techfaith BVI as the issuer of the Notes. The Noteholders consent to the assignment and assumption in this Clause 5.2;

5.3 each of the Noteholders shall automatically waive its rights against Techfaith BVI under its Note insofar as the obligations thereunder have been performed by Techfaith Cayman; and

5.4 subject to the satisfaction of the conditions in Clause 5.1, each Note shall be deemed to be automatically cancelled and replaced by the Cayman Note on the Effective Date. Each Noteholder shall return its Note to Techfaith BVI as soon as possible after its cancellation and replacement as


aforesaid.

6. Techfaith Cayman represents to each of the parties herein on the date of this Agreement and as of Effective Date that:

6.1 Techfaith Cayman has full power and authority, and has obtained all necessary consents and approvals to enter into this Agreement and to execute and deliver the Cayman Notes as deeds and to exercise its rights and perform its obligations hereunder and thereuder and all corporate and other actions required to authorize its execution of this Agreement and its performance of its obligations hereunder have been duly taken;

6.2 Techfaith Cayman has been duly incorporated and constituted, and is legally subsisting under the law of its place of incorporation, and there has been no resolution, petition or order for the winding-up of the Company and no receiver has been appointed in respect thereof or any part of the assets thereof, nor are any such resolutions, orders and appointments imminent or likely;

6.3 save for the Cayman Notes to be issued and delivered as deeds under this Agreement, Techfaith Cayman is not under any contract, options, warrants or any other obligations regarding any part of its capital, issued or unissued, or for the issue of any shares, debentures, warrants, options, or other similar securities;

6.4 the only business of Techfaith Cayman is that of an investment holding company, the only activity of which is the acquisition of, subscription for and holding of shares in Techfaith BVI and the issue of the Cayman Notes and matters ancillary and incidental thereto; and

6.5 after the closing of the Share Swap, Techfaith Cayman is or will be the beneficial owner of the entire outstanding share capital of Techfaith BVI, free from all encumbrances and there is no agreement or commitment to give or create any encumbrance.

7. Techfaith Cayman represents to each of the parties herein that prior to the closing of Share Swap, Techfaith Cayman does not have any assets and liabilities, whether actual or contingent.


8. Save as modified by the provisions herein, rights and obligations under the Note Subscription Agreement and the Notes shall remain in full force and effect and anything provided in this Agreement shall not affect the continuity of the rights and obligations under the Note Subscription Agreement and the Notes.

9. The Existing Shareholders hereby grant their written consent to the transactions contemplated by this Agreement, including, without limitation, the issuance of the Cayman Notes by Techfaith Cayman.

10. If any provision or part of a provision of this Agreement or its application to any party hereto shall be, or be found by any authority of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.

11. This Agreement may be executed in counterparts and all counterparts together shall constitute one document.

12. This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong and each of the parties hereby irrevocably submits to the non-exclusive jurisdiction of the courts of Hong Kong.


SCHEDULE 1

Form of Sale and Purchase Agreement in Relation to the Entire Issued Share Capital of Techfaith Wireless Communication Technology Limited


SCHEDULE 2

Form of the Cayman Note


SIGNED by DONG DEFU                   )
for and on behalf of                  )
CHINA TECHFAITH WIRELESS              )  /S/
                                      ----------------------------------------
COMMUNICATION                         )
TECHNOLOGY LIMITED                    )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]

SIGNED by DONG DEFU                   )
for and on behalf of                  )
TECHFAITH WIRELESS                    )  /S/
                                      ----------------------------------------
COMMUNICATION TECHNOLOGY              )
LIMITED                               )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]

SIGNED by DONG DEFU                   )
for and on behalf of                  )
GREAT EARNEST TECHNOLOGY              )  /S/
                                      ----------------------------------------
LIMITED                               )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]

SIGNED by DONG DEFU                   )
for and on behalf of                  )
BEIJING TECHFAITH                     )  /S/
                                      ----------------------------------------
TECHNOLOGY R&D CO., LTD               )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]


SIGNED by DONG DEFU                   )
for and on behalf of                  )
LEO TECHNOLOGY LIMITED                )  /S/
                                      ----------------------------------------
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]


SIGNED by DONG DEFU                   )
for and on behalf of                  )
BEIJING CENTEL                        )  /S/
                                      ----------------------------------------
TECHNOLOGY R&D CO., LTD.              )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]


SIGNED by DONG DEFU                   )
for and on behalf of                  )
STEP TECHNOLOGIES (BEIJING)           )  /S/
                                      ----------------------------------------
CO., LTD.                             )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]

SIGNED by DONG DEFU                   )
for and on behalf of                  )
FINEST TECHNOLOGY LIMITED             )  /S/
                                      ----------------------------------------
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]


SIGNED by DONG DEFU                   )
for and on behalf of                  )
LEADTECH COMMUNICATION                )  /S/
                                      ----------------------------------------
TECHNOLOGY (SHANGHAI)                 )
LIMITED                               )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]

SIGNED by                             )
                                      )
DONG DEFU                             )  /S/
                                      ----------------------------------------
                                      )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]

SIGNED by                             )
                                      )
HUO BAOZHUANG                         )  /S/
                                      ----------------------------------------
                                      )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]

SIGNED by                             )
                                      )
HE CHANGKE                            )  /S/
                                      ----------------------------------------
                                      )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]


SIGNED by                             )
                                      )
LIU CANGSONG                          )  /S/
                                      ----------------------------------------
                                      )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]

SIGNED by                             )
                                      )
TAN WENSHENG                          )  /S/
                                      ----------------------------------------
                                      )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]

SIGNED by                             )
                                      )
WU KEBO                               )  /S/
                                      ----------------------------------------
                                      )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]

SIGNED by                             )
                                      )
SO CHONG KEUNG                        )  /S/
                                      ----------------------------------------
                                      )
in the presence of:-                  )

Kelvin Wu
--------------------------------------
40/F., Far East Finance Centre
--------------------------------------
16 Harcourt Road, Hong Kong
--------------------------------------


SIGNED by                             )
                                      )
NGAN IEK                              )  /S/
                                       ---------------------------------------
                                      )
in the presence of:-                  )




SIGNED by                             )
                                      )
CHOW SIU HONG                         )  /S/
                                       ---------------------------------------
                                      )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]

SIGNED by JACQUI TAN                  )
for and on behalf of                  )
CAPITAL GROUP RESOURCES               )  /S/
                                       ---------------------------------------
LIMITED                               )
in the presence of:-                  )

Kelvin Wu (Witness)
--------------------------------------
40/F., Far East Finance Centre
--------------------------------------
16 Harcourt Road, Hong Kong
--------------------------------------


SIGNED by SHEN DEMIN                  )
for and on behalf of                  )
MODERN RAY LIMITED                    )  /S/
                                       ---------------------------------------
in the presence of:-                  )

         /s/
------------------------------------


SIGNED by GAEL DE BARMON              )
for and on behalf of                  )
FINANCIERE NATEXIS                    )  /S/
                                       ---------------------------------------
SINGAPORE 2 PTE LTD                   )
in the presence of:-                  )

         /s/
------------------------------------


SIGNED BY VICTOR LEUNG                )
          ----------------------------
as:                                   )
    ----------------------------------
for and on behalf of                  )
THE HTF 7 LIMITED                     )  /S/
                                      ----------------------------------------
in the presence of:                   )      THE HTF 7 LIMITED


Signature of Witness:

Name:  Wendy Chiang
      --------------------------------

Address: HSBC Private Equity (Asia) Ltd. Level 17, 1 Queen's Road Central

SIGNED BY HE LING                     )
         -----------------------------
as:  Director                         )
    ----------------------------------
for and on behalf of                  )
SEABRIGHT CHINA SPECIAL               )  /S/
                                      ----------------------------------------
OPPORTUNITIES (I) LIMITED             )     SEABRIGHT CHINA SPECIAL
in the presence of:                   )     OPPORTUNITIES (I) LIMITED


Signature of Witness:

Name:  Kiril Ip
      --------------------------------

Address: 4017, Far East Finance Centre 16 Harcourt Road, Hong Kong

SIGNED BY FRANCIS LO                  )
         -----------------------------
as:      Authorized Signatory         )
    ----------------------------------
for and on behalf of                  )
INTEL CAPITAL CORPORATION             )  /S/
                                      ----------------------------------------
in the presence of:                   )     INTEL CAPITAL CORPORATION


Signature of Witness:

Name:
      --------------------------------
Address:
         -----------------------------

--------------------------------------


SIGNED BY WILLIAM E. KEITEL           )
         -----------------------------
as:  Executive Vice President and     )
    ----------------------------------
Chief Financial Officer               )
--------------------------------------
for and on behalf of                  )
QUALCOMM, INCORPORATED                )  /S/
                                      ----------------------------------------
in the presence of:                   )     QUALCOMM, INCORPORATED


Signature of Witness:

Name:  Kathleen Young
      --------------------------------
Address:  5775 Morehouse
         -----------------------------
San Diego, CA 92121
--------------------------------------


EXHIBIT 4.6
Execution Copy

DATED 9 NOVEMBER 2004

(1) DONG DEFU
(2) HUO BAOZHUANG
(3) HE CHANGKE
(4) LIU CANGSONG
(5) TAN WENSHENG
(6) WU KEBO
(7) SO CHONG KEUNG
(8) NGAN IEK
(9) CAPITAL GROUP RESOURCES LIMITED
(10) CHOW SIU HONG
(11) MODERN RAY LIMITED
(12) FINANCIERE NATEXIS SINGAPORE 2 PTE LTD.
(13) JACQUI TAN
(14) SHEN DEMIN

AND

(15) CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED


SALE AND PURCHASE AGREEMENT
IN RELATION TO THE ENTIRE ISSUED SHARE CAPITAL OF
TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED


FONG & NG
In association with:
King & Wood, PRC Lawyers
Goodmans
Suite 1101, 11th Floor,
9 Queen's Road Central,
Hong Kong

Tel.: 2848 4848
Fax.: 2845 2995

(212772/ST/JC)


INDEX

1.       INTERPRETATION....................................................... 2

2.       SALE AND PURCHASE OF THE SALE SHARES................................. 4

3.       CONSIDERATION........................................................ 6

4.       REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE VENDORS
         AND THE WARRANTORS.....................6

5.       COMPLETION........................................................... 7

6.       POST COMPLETION EFFECT............................................... 8

7.       FURTHER ASSURANCE AND ASSISTANCE..................................... 8

8.       DOCUMENTS CONSTITUTING AGREEMENT..................................... 8

9.       CONFIDENTIALITY...................................................... 9

10.      NOTICES AND OTHER COMMUNICATIONS .................................... 9

11.      COSTS AND EXPENSES .................................................. 9

12.      COUNTERPARTS ........................................................ 9

13.      GOVERNING LAW AND JURISDICTION....................................... 9

SCHEDULE 1 - SUBSIDIARIES.................................................... 10

SCHEDULE 2 - PARTICULARS OF THE BVI COMPANY.................................. 11

SCHEDULE 3 - THE WARRANTIES.................................................. 13

SCHEDULE 4 - FORM OF SHAREHOLDERS' RESOLUTIONS............................... 14

SCHEDULE 5 - FORM OF BOARD RESOLUTIONS....................................... 15

2

THIS AGREEMENT IS MADE THIS 9th DAY OF November 2004

AMONG

(1) DONG DEFU of 309-03-04A, Da Xi Yang Xin Cheng, Wang Jing, Chaoyang District, Beijing, The PRC ("MR. DONG");

(2) HUO BAOZHUANG of Room 13-602, Building 39, No. 29 Jianguo Road, Chaoyang District, Beijing, The PRC ("MR. HUO");

(3) HE CHANGKE of No. 1161, Xiao Nan Zhuang 38, Haidian District, Beijing,
The PRC ("MR. HE");

(4) LIU CANGSONG of 5/F M7 East, No. 1 Jiu Xian Qiao Dong Road, Chao Yang Disctrict, Beijing, The PRC ("MR. LIU");

(5) TAN WENSHENG of 5/F M7 East, No. 1 Jiu Xian Qiao Dong Road, Chaoyang District, Beijing,The PRC ("MR. TAN");

(6) WU KEBO of Room 1909, 19/F., Hutchison House, 10 Harcourt Road, Central, Hong Kong ("MR. WU"No. 51);

(7) SO CHONG KEUNG of Room 4903, 49/F, Office Tower, Hong Kong Convention and Exhibition Plaza, 1 Harbour Road, Wanchai, Hong Kong ("MR. SO");

(8) NGAN IEK of Rua de Foshan, No. 51, Edif. San kin yip Centro Commercial, 17 andar, Macau ("MR. NGAN");

(9) CAPITAL GROUP RESOURCES LIMITED, a company incorporated in the British Virgin Islands whose principal place of business is situated at 39th Floor, Two International Finance Centre, 8 Finance Street, Hong Kong ("CGRL");

(10) CHOW SIU HONG of Room 1909, 19/F., Hutchison House, 10 Harcourt Road, Central, Hong Kong ("MR. CHOW");

(11) MODERN RAY LIMITED, a company incorporated in the British Virgin Islands whose registered office is situated at Sea Meadow House, Blackburne Highway, P.O. Box 116, Road Town, Tortola, British Virgin Islands ("MRL");

(12) FINANCIERE NATEXIS SINGAPORE 2 PTE LTD., a company incorporated in Singapore whose registered office is situated at 1 Temasek Avenue, #27-01 Millenia Tower, Singpaore 039192 ("FNS 2");

(Mr. Dong, Mr. Huo, Mr. He, Mr. Liu, Mr. Tan, Mr. Wu, Mr. So, Mr. Ngan, CGRL, Mr. Chow, MRL and FNS 2 together known as the "VENDORS" or individually the "VENDOR")

(13) JACQUI TAN of 39th Floor, Two International Finance Centre, 8 Finance Street, Hong Kong ("MS. JACQUI TAN");

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(14) SHEN DEMIN of 1806, Level 18, Tower E3, The Towers, Oriental Plaza, No.1, East Chang An Avenue, Dong Cheng District, Beijing 100738, The PRC ("MR. SHEN");

(Ms. Jacqui Tan and Mr. Shen together known as the "WARRANTORS" or individually the "WARRANTOR") and

(15) CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED, a company incorporated in the Cayman Islands whose registered office is situated at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies (the "PURCHASER").

PRELIMINARY

(A) The Vendors together are the registered and beneficial owners of the entire issued share capital of the BVI Company. Ms. Jacqui Tan is the registered and beneficial owner of the entire issued share capital of CGRL. Mr. Shen is the registered and beneficial owner of the entire issued share capital of MRL.

(B) The Vendors and the Purchaser have agreed to a sale and purchase of the Sale Shares on the following terms and conditions.

IT IS AGREED AS FOLLOWS :-

1. INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires, the following expressions shall have the respective meanings set opposite thereto:-

"BVI COMPANY" means Techfaith Wireless Communication Technology Limited, brief particulars of which are set out in Part A of Schedule 2;

"COMPLETION" means the completion of the sale and purchase of the Sale Shares in accordance with the provisions of this Agreement;

"COMPLETION DATE" means the date on which Completion takes place;

"CONSIDERATION" means the consideration for the acquisition of the Sale Shares as decribed in Clause 3;

"CONSIDERATION SHARES" means an aggregate of 9,999 fully paid up shares of US$1.00 each in the capital of the Purchaser of which 4,114 shares, 1,670 shares, 335 shares, 1,665 shares, 815 shares, 300 shares, 170 shares, 226 shares, 254 shares, 200 shares, 100 shares and 150 shares are to be issued and allotted to Mr. Dong, Mr. Huo, Mr. He, Mr. Liu, Mr. Tan, Mr. Wu, Mr. So, Mr. Ngan, CGRL, Mr. Chow, MRL and FNS 2 respectively;

"GROUP" means the BVI Company and the Subsidiaries and "GROUP COMPANY" and "MEMBER OF THE GROUP" shall be construed accordingly;

"HONG KONG" means the Hong Kong Special Administrative Region of the
PRC;

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"PRC" means the People's Republic of China;

"SALE SHARES" means 10,000 shares of US$1.00 each in the capital of the BVI Company representing the entire issued share capital of the BVI Company, of which 4,115 shares are held by Mr. Dong, 1,670 shares are held by Mr. Huo, 335 shares are held by Mr. He, 1,665 shares are held by Mr. Liu , 815 shares are held by Mr. Tan, 300 shares are held by Mr. Wu, 170 shares are held by Mr. So, 226 shares are held by Mr. Ngan, 254 shares are held by CGRL, 200 shares are held by Mr. Chow, 100 shares are held by MRL and 150 shares are held by FNS 2;

"SECURITIES AND EXCHANGE COMMISSION" means the United States Securities and Exchange Commision;

"SUBSIDIARIES" means the companies whose name and registered office addresses are set out in Schedule 1;

"US$" means the United States dollars; and

"WARRANTIES" means the warranties representations and undertakings set out in Schedule 3 and referred to in Clause 4.1.

1.2 Any reference to a Clause, sub-clause or Schedule (other than to a Schedule to a statutory provision) is a reference to a Clause or a sub-clause or Schedule to this Agreement and the Schedules form part of and are deemed to be incorporated into this Agreement.

1.3 Words denoting the singular number or the masculine shall include the plural or the feminine or neuter and vice versa.

1.4 Any reference to "SUBSIDIARIES" has the meaning ascribed to it in the Companies Ordinance (Cap 32) of the Laws of Hong Kong. Any reference to an ordinance, statute, legislation or enactment shall be construed as a reference to such ordinance, statute, legislation or enactment as may be amended or re-enacted from time to time and for the time being in force.

1.5 The headings to the Clauses of this Agreement are for ease of reference only and shall be ignored in interpreting this Agreement.

2. SALE AND PURCHASE OF THE SALE SHARES

2.1 Mr. Dong shall, as beneficial owner sell to the Purchaser and the Purchaser, relying on the representations, warranties, undertakings and indemnities made or given by the Vendors and the Warrantors and subject to the terms and conditions contained in this Agreement, shall purchase from Mr. Dong 4,115 Sale Shares free from all claims, charges, liens, encumbrances, equities and third party rights and together with all rights attached thereto and all dividends and distributions declared, paid or made in respect thereof after the Completion Date.

2.2 Mr. Huo shall, as beneficial owner sell to the Purchaser and the Purchaser, relying on the representations, warranties, undertakings and indemnities made or given by the Vendors and the Warrantors and subject to the terms and conditions contained in this Agreement,

3

shall purchase from Mr. Huo 1,670 Sale Shares free from all claims, charges, liens, encumbrances, equities and third party rights and together with all rights attached thereto and all dividends and distributions declared, paid or made in respect thereof after the Completion Date.

2.3 Mr. He shall, as beneficial owner sell to the Purchaser and the Purchaser, relying on the representations, warranties, undertakings and indemnities made or given by the Vendors and the Warrantors and subject to the terms and conditions contained in this Agreement, shall purchase from Mr. He 335 Sale Shares free from all claims, charges, liens, encumbrances, equities and third party rights and together with all rights attached thereto and all dividends and distributions declared, paid or made in respect thereof after the Completion Date.

2.4 Mr. Liu shall, as beneficial owner sell to the Purchaser and the Purchaser, relying on the representations, warranties, undertakings and indemnities made or given by the Vendors and the Warrantors and subject to the terms and conditions contained in this Agreement, shall purchase from Mr. Liu 1,665 Sale Shares free from all claims, charges, liens, encumbrances, equities and third party rights and together with all rights attached thereto and all dividends and distributions declared, paid or made in respect thereof after the Completion Date.

2.5 Mr. Tan shall, as beneficial owner sell to the Purchaser and the Purchaser, relying on the representations, warranties, undertakings and indemnities made or given by the Vendors and the Warrantors and subject to the terms and conditions contained in this Agreement, shall purchase from Mr. Tan 815 Sale Shares free from all claims, charges, liens, encumbrances, equities and third party rights and together with all rights attached thereto and all dividends and distributions declared, paid or made in respect thereof after the Completion Date.

2.6 Mr. Wu shall, as beneficial owner sell to the Purchaser and the Purchaser, relying on the representations, warranties, undertakings and indemnities made or given by the Vendors and the Warrantors and subject to the terms and conditions contained in this Agreement, shall purchase from Mr. Wu 300 Sale Shares free from all claims, charges, liens, encumbrances, equities and third party rights and together with all rights attached thereto and all dividends and distributions declared, paid or made in respect thereof after the Completion Date.

2.7 Mr. So shall, as beneficial owner sell to the Purchaser and the Purchaser, relying on the representations, warranties, undertakings and indemnities made or given by the Vendors and the Warrantors and subject to the terms and conditions contained in this Agreement, shall purchase from Mr. So 170 Sale Shares free from all claims, charges, liens, encumbrances, equities and third party rights and together with all rights attached thereto and all dividends and distributions declared, paid or made in respect thereof after the Completion Date.

2.8 Mr. Ngan shall, as beneficial owner sell to the Purchaser and the Purchaser, relying on the representations, warranties, undertakings and indemnities made or given by the Vendors and the Warrantors and subject to the terms and conditions contained in this Agreement, shall purchase from Mr. Ngan 226 Sale Shares free from all claims, charges, liens, encumbrances, equities and third party rights and together with all rights attached thereto

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         and all dividends and distributions declared, paid or made in respect
         thereof after the Completion Date.

2.9      CGRL shall, as beneficial owner sell to the Purchaser and the
         Purchaser, relying on the representations, warranties, undertakings and
         indemnities made or given by the Vendors and the Warrantors and subject
         to the terms and conditions contained in this Agreement, shall purchase
         from CGRL 254 Sale Shares free from all claims, charges, liens,
         encumbrances, equities and third party rights and together with all
         rights attached thereto and all dividends and distributions declared,
         paid or made in respect thereof after the Completion Date.

2.10     Mr. Chow shall, as beneficial owner sell to the Purchaser and the
         Purchaser, relying on the representations, warranties, undertakings and
         indemnities made or given by the Vendors and the Warrantors and subject
         to the terms and conditions contained in this Agreement, shall purchase
         from Mr. Chow 200 Sale Shares free from all claims, charges, liens,
         encumbrances, equities and third party rights and together with all
         rights attached thereto and all dividends and distributions declared,
         paid or made in respect thereof after the Completion Date.

2.11     MRL shall, as beneficial owner sell to the Purchaser and the Purchaser,
         relying on the representations, warranties, undertakings and
         indemnities made or given by the Vendors and the Warrantors and subject
         to the terms and conditions contained in this Agreement, shall purchase
         from MRL 100 Sale Shares free from all claims, charges, liens,
         encumbrances, equities and third party rights and together with all
         rights attached thereto and all dividends and distributions declared,
         paid or made in respect thereof after the Completion Date.

2.12     FNS 2 shall, as beneficial owner sell to the Purchaser and the
         Purchaser, relying on the representations, warranties, undertakings and
         indemnities made or given by the Vendors and the Warrantors and subject
         to the terms and conditions contained in this Agreement, shall purchase
         from FNS 2 150 Sale Shares free from all claims, charges, liens,
         encumbrances, equities and third party rights and together with all
         rights attached thereto and all dividends and distributions declared,
         paid or made in respect thereof after the Completion Date.

3.       CONSIDERATION

3.1      The total consideration for the sale by the Vendors of the Sale Shares
         shall be (i) the allotment and issue by the Purchaser on the terms of
         Clause 3.2 to each of the Vendors (or their respective nominees) of
         such number of Consideration Shares as are set out by the name of the
         respective Vendor in Column 2 of Part B of Schedule 2; and (ii) the
         Company applying its reserves to pay up in full the one existing share
         of US$1.00 each in the capital of the Purchaser which as at the date
         hereof has been issued to Mr. Dong nil paid.

3.2      The Consideration Shares shall be allotted and issued as fully paid and
         shall rank pari passu in all respects with the existing ordinary shares
         issued in the capital of the Purchaser.

4.       REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE VENDORS AND THE
         WARRANTORS

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4.1 Each of the Vendors and the Warrantors hereby severally represents, warrants and undertakes to the Purchaser (for itself and as trustee for each Group Company) that each of the matters set out in Schedule 3 (each of the Warranties being hereinafter referred to as a "WARRANTY" and together as the "WARRANTIES") (insofar as it relates to the respective Vendor or the Warrantor or a company controlled by the Warrantor) is true and correct in all respects as at the date of this Agreement and at Completion and acknowledges that the Purchaser is entering into this Agreement in reliance upon the Warranties and that the Purchaser shall be entitled to treat the Warranties as conditions of this Agreement.

4.2 Each of the Warranties set out in each sub-paragraph of Schedule 3 hereto shall be separate and independent and save as expressly provided shall not be limited by reference to any other sub-paragraph or anything in this Agreement or the Schedules hereto.

4.3 The Purchaser's rights in respect of each of the Warranties shall survive Completion and continue in full force and effect notwithstanding Completion.

4.4 Each of the Vendors and the Warrantors undertakes (insofar as the Warranty relates to the respective Vendor or the Warrantor or a company controlled by the Warrantor) to indemnify the Purchaser against all costs (including legal costs on an indemnity basis), expenses or other liabilities which the Purchaser may properly incur either before or after the commencement of any action in connection with:-

4.4.1    the settlement of any claim that any of the Warranties is
         untrue or misleading or has been breached;

4.4.2    any legal proceedings in which the Purchaser claims that any
         of the Warranties is untrue or misleading or has been breached
         and in which judgment is given for the Purchaser; or

4.4.3    the enforcement of any such settlement or judgment.

5. COMPLETION

5.1 Completion shall take place at the offices of Fong & Ng at Suite 1101, 11th Floor, Nine Queen's Road Central, Hong Kong or such other place as the parties may agree forthwith upon the execution of this Agreement, when all the following business will be simultaneously transacted:-

5.1.1    each of the Vendors shall deliver to the Purchaser or as it
         may direct the following:-

         (a)      instruments of transfer in favour of the Purchaser in
                  respect of the Sale Shares duly executed by the
                  registered holders thereof;

         (b)      original share certificates in respect of the Sale
                  Shares (if any);

         (c)      such other documents as may be required to give a
                  good and effective transfer of title of the Sale
                  Shares to the Purchaser and/or its nominee(s) and to
                  enable it/them to become the registered holders
                  thereof; and

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         (d)      the statutory books (which shall be written up to and
                  including the Completion Date), the certificate of
                  incorporation, business registration certificate and
                  common seal of each of the BVI Company and the
                  Subsidiaries and such other statutory records of the
                  BVI Company and the Subsidiaries as are in his
                  possession or control.

5.1.2    each of the Vendors and the Warrantors shall cause a meeting
         of the board of directors of the BVI Company to be held at
         which resolutions shall be passed to approve the transfer of
         the Sale Shares referred to; and

5.1.3    the Purchaser shall:-

         (a)      procure the passing of the shareholder's resolution
                  in the form set out in Schedule 4 and the board
                  resolutions in Schedule 5 to authorise the allotment
                  and issue of the Consideration Shares to the Vendors
                  (or as the Vendors may otherwise direct) and the
                  payment of the capital of the nil-paid shares on the
                  terms of Clause 3.1;

         (b)      deliver to the Vendors original share certificates
                  for the Consideration Shares issued by the Purchaser
                  (if requested by the Vendors); and

         (c)      arrange to present the instruments of transfer
                  together with the share certificates received from
                  the Vendors in respect of the Sale Shares to the BVI
                  Company for registration of such transfer.

5.2 The transactions described in Clause 5.1 shall take place at the same time, so that in default of the performance of any such transactions by either party, the other party shall not be obliged to complete this Agreement or perform any obligations hereunder (without prejudice to any further legal remedies).

6. POST COMPLETION EFFECT

This Agreement shall remain in full force and effect after and notwithstanding Completion in respect of all obligations, agreements, covenants, undertakings, conditions, representations, warranties or indemnities which have not been done, observed or performed at or prior to Completion and that the parties may take action for any breach or non-fulfilment of any of such obligations, agreement, covenants, undertakings, conditions, representations, warranties or indemnities either before or after Completion (whether or not such breach or non-fulfilment may have been known to or discoverable by the Purchaser prior to Completion) it being agreed that Completion shall not be deemed to constitute a waiver of or operate as an estoppel against any right to take any such action.

7. FURTHER ASSURANCE AND ASSISTANCE

The Vendors shall, and the Warrantors shall procure that the Vendors shall, do, execute and perform and shall procure to be done, executed and performed all such further acts, deeds, documents and things as the Purchaser may require from time to time effectively to vest the beneficial ownership of the Sale Shares in the Purchaser or as it directs free from all liens, charges, options, encumbrances or adverse rights or interest of any kind and otherwise to give to the Purchaser the full benefit of this Agreement.

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8. DOCUMENTS CONSTITUTING AGREEMENT

This Agreement and all agreements entered or to be entered into pursuant to the terms of this Agreement together constitute the entire agreement and understanding between the parties in connection with the subject-matter of this Agreement and supersedes all previous proposals, representations, warranties, agreements or undertakings relating thereto whether oral, written or otherwise and neither party has relied on any such proposals, representations, warranties, agreements or undertakings.

9. CONFIDENTIALITY

Other than such disclosure as may be required by the Securities and Exchange Commission or applicable securities law or regulations of the United States of America, none of the parties hereto shall make any announcement or release or disclose any information concerning this Agreement or the transactions herein referred to or disclose the identity of any of the other parties (save disclosure to their respective professional advisers who are under a duty of confidentiality) without the prior written consent of the other parties.

10. NOTICES AND OTHER COMMUNICATIONS

Any notice or other communications to be given under this Agreement shall be in writing and may be delivered by hand or given by facsimile, telex, telegram or cable to the respective addresses of the parties set out in this Agreement. Any such notice or communication shall be sent to the party to whom it is addressed and must contain sufficient reference and/or particulars to render it readily identifiable with the subject matter of this Agreement. If so delivered by hand or given by facsimile, telex, telegram or cable such notice or communication shall be deemed received on the date of despatch and if so sent by post (or, if sent to an address outside of Hong Kong, so sent by first class air-mail) shall be deemed received 2 business days after the date of despatch.

11. COSTS AND EXPENSES

The parties hereto bear their respective legal and professional fees, costs and expenses incurred in the negotiation, preparation and execution of this Agreement and all documents contemplated hereby.

12. COUNTERPARTS

This Agreement may be executed in counterparts and all counterparts together shall constitute one document.

13. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed and take effect in all respects in accordance with the laws of Hong Kong and the parties hereto agree to submit to the non-exclusive jurisdiction of the courts of Hong Kong.

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SCHEDULE 1

SUBSIDIARIES

                  Name                                                     Address
                  ----                                                     -------

Great Earnest Technology Limited                    P.O. Box 957, Offshore Incorporations Centre,
                                                    Road Town, Tortola, British Virgin Islands.

Leo Technology Limited                              P.O. Box 957, Offshore Incorporations Centre,
                                                    Road Town, Tortola, British Virgin Islands.

Finest Technology Limited                           P.O. Box 957, Offshore Incorporations Centre,
                                                    Road Town, Tortola, British Virgin Islands.

Beijing Centel Technology R&D Co., Ltd.             No. 1 Jiu Xian Qiao East Road, Chao Yang District,
                                                    Beijing 100016, the PRC.

STEP Technologies (Beijing) Co., Ltd.               Rm. 4, West Building M-8, No.1 Jiu Xian Qiao East
                                                    Road, Chao Yang District, Beijing 100016, the PRC.

Leadtech Communication Technology                   6F/8#, Riverfront, Harbor, No.3000 Longdong Avenue,
(Shanghai) Limited                                  Pudong, Shanghai, the PRC.

First Achieve Technology Limited                    Room 1909, 19/F., Hutchison House, 10 Harcourt Road,
                                                    Central, Hong Kong.

Beijing Techfaith Technology R&D Co., Ltd.          No. 1 Jiu Xian Qiao East Road, Chao Yang District,
                                                    Beijing 100016, the PRC.

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SCHEDULE 2
PART A

PARTICULARS OF THE BVI COMPANY

Name                            :  Techfaith Wireless Communication Technology
                                   Limited (formerly known as "Techfaith
                                   Holdings Limited")

Company number                  :  551631

Place of incorporation          :  British Virgin Islands

Date of incorporation           :  8th July 2003

Registered office               :  P.O. Box 957, Offshore Incorporations Centre,
                                   Road Town, Tortola, British Virgin Islands

Authorised share capital        :  US$50,000 divided into 50,000 shares of
                                   US$1.00 each

Issued share capital            :  US$10,000 divided into 10,000 shares of
                                   US$1.00

Registered and beneficial       :     No. of
Owners of the Sale Shares          Sale Shares       Registered Owner    Beneficial Owner
                                   -----------       ----------------    ----------------

                                   4,115             Mr. Dong            Mr. Dong
                                   1,670             Mr. Huo             Mr. Huo
                                   335               Mr. He              Mr. He
                                   1,665             Mr. Liu             Mr. Liu
                                   815               Mr. Tan             Mr. Tan
                                   300               Mr. Wu              Mr. Wu
                                   170               Mr. So              Mr. So
                                   226               Mr. Ngan            Mr. Ngan
                                   254               CGRL                CGRL
                                   200               Mr. Chow            Mr. Chow
                                   100               MRL                 MRL
                                   150               FNS 2               FNS 2

Directors : Mr. Dong, Mr. Huo, Mr. He and Mr. Liu Jun

Principal activity : Investment holding

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PART B

Name
                                No. of Consideration Shares to be issued and
                                          alloted by the Purchaser

1. Mr. Dong                                           4,114
2. Mr. Huo                                            1,670
3. Mr. He                                              335
4. Mr. Liu                                            1,665
5. Mr. Tan                                             815
6. Mr. Wu                                              300
7. Mr. So                                              170
8. Mr. Ngan                                            226
9. CGRL                                                254
10. Mr. Chow                                           200
11. MRL                                                100
12. FNS 2                                              150

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SCHEDULE 3

THE WARRANTIES

1. Each of the Vendors and the Warrantors is solvent, has full power and authority, and has obtained all necessary consents and approvals, to enter into this Agreement and to exercise its rights and perform its obligations hereunder and all corporate and other actions required to authorise its execution of this Agreement and its performance of its obligations hereunder have been duly taken.

2. This Agreement is a legal, valid and binding agreement on the each of the Vendors and the Warrantors, enforceable in accordance with its terms.

3. The execution, delivery and performance of this Agreement by the Vendors and the Warrantors does not and shall not violate in any respect any provision of:

(a) any law or regulation or any order or decree of any governmental authority, agency or court of Hong Kong;

(b) the laws and documents incorporating and constituting each of the Vendors or the Warrantors; or

(c) any agreement or other undertaking to which any of the Vendors or the Warrantors is a party or which is binding upon it or any of its assets, and does not and shall not result in the creation or imposition of any encumbrance on any of its assets pursuant to the provisions of any such agreement or other undertaking.

4. Each Vendor is the beneficial owner of the respective Sale Shares and there is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance on, over or affecting any of such Sale Shares and there is no agreement or commitment to give or create any of the foregoing. The BVI Company has not exercised any lien against any of such Sale Shares.

5. There are no statutory or contractual restrictions on the Vendor's ability to transfer its Sale Shares pursuant ot this Agreement.

6. The Sale Shares were allotted and issued fully paid, or credited as fully paid, in accordance with and subject to the constitutional documents of the BVI Company and in compliance with all relevant laws of the place of incorporation of the Company and rank pari passu in all respects inter se and with all other shares in the issued share capital of the Company.

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SCHEDULE 4

FORM OF SHAREHOLDER'S RESOLUTIONS

CHINA TECHFAITH WIRELESS COMMUNICATION
TECHNOLOGY LIMITED

Written Resolutions of the Shareholders
Pursuant to Article 43 of the
Articles of Association of the Company

We, being all of the shareholders of the Company entitled to receive notices of and attend and vote at general meetings of the Company, DO HEREBY ADOPT the following resolutions with immediate effect :-

RESOLVED THAT :-

1. SALE AND PURCHASE AGREEMENT

The sale and purchase agreement (the "SALE AND PURCHASE AGREEMENT") to be entered into between Mr. Dong Defu, Mr. Huo Baozhuang, Mr. He Changke, Mr, Liu Cangsong, Mr. Tan Wensheng, Mr. Wu Kebo, Mr. So Chong Keung, Mr. Ngan Iek, Capital Group Resources Limited, Mr. Chow Siu Hong, Modern Ray Limited, Financiere Natexis Singapore 2 Pte Ltd. as vendors (the "VENDORS"), Ms. Jacqui Tan and Mr. Shen Demin as warrantors and the Company as purchaser, relating to the purchase by the Company of the entire issued share capital in Techfaith Wireless Communication Technology Limited (the "SALE SHARES"), be and is hereby approved.

2. CONSIDERATION

In consideration of the sale by the Vendors of the Sale Shares, the Directors are hereby authorised to (i) allot and issue as fully paid an aggregate of 9,999 shares of US$1 each in the capital of the Company (the "CONSIDERATION SHARES") to the Vendors in the proportions as set out in Part B of Schedule 2 of the Sale and Purchase Agreement and (ii) to apply the reserves arising from the acquisition of the Sale Shares and allotment of the Consideration Shares in paying up in full the one existing share of US$1.00 each in the capital of the Company which as at the date of the Sale and Purchase Agreement has been issued nil paid to Mr. Dong Defu.

DATE: 2004

[SHAREHOLDER'S SIGNATURE]

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SCHEDULE 5

FORM OF BOARD RESOLUTIONS

CHINA TECHFAITH WIRELESS COMMUNICATION
TECHNOLOGY LIMITED

Minutes of a Meeting of the Board of Directors of the Company held at [ ] on [ ] 2004 at a.m/p.m.

PRESENT           :     [   ]   -   Chairman of the Meeting and Director

                        [   ]   -   Director

                        [   ]   -   Director

                        [   ]   -   Director



1        CHAIRMAN OF THE MEETING

         [Mr. Dong] acted as Chairman of the Meeting. The Chairman declared that
         the Meeting was quorate, validly convened and duly constituted.

2        DECLARATION OF INTERESTS

         Each director declared his interests (if any) in the transactions which
         were considered at the Meeting.

         It was noted that each of the Directors who had a personal interest,
         direct or indirect, in any of the transactions to be discussed at the
         Meeting, which he was required by the Articles of Association of the
         Company (the "ARTICLES OF ASSOCIATION") or by relevant legislation or
         otherwise to disclose, had disclosed his or her interest and that, such
         disclosure having been made, he was entitled by the terms of the
         Articles of Association to constitute part of the quorum of the Meeting
         and that his vote could be counted.

3        SALE AND PURCHASE AGREEMENT

3.1      The Chairman reported that it was proposed that the Company should
         acquire the entire issued share capital (the "SALE SHARES") in
         Techfaith Wireless Communication Technology Limited subject to the
         terms and conditions of the Sale and Purchase Agreement (as defined
         below).

3.2      There were tabled before the Meeting:

         (a)      a draft sale and purchase agreement (the "SALE AND PURCHASE
                  AGREEMENT") to be made between Mr. Dong Defu, Mr. Huo
                  Baozhuang, Mr. He Changke, Mr, Liu Cangsong, Mr. Tan Wensheng,
                  Mr. Wu Kebo, Mr. So Chong Keung, Mr. Ngan Iek, Capital Group
                  Resources Limited, Mr. Chow Siu Hong, Modern Ray Limited,
                  Financiere Natexis Singapore 2 Pte. Ltd. as vendors, Jacqui
                  Tan and Shen Demin as warrantors and the Company as purchaser;

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(b) a share transfer form ("TRANSFER 1") in respect of 4,115 shares of Techfaith Wireless Communication Technology Limited to be executed by Mr. Dong Defu as the transferor and the Company as the transferee;

(c) a share transfer form ("TRANSFER 2") in respect of 1,670 shares of Techfaith Wireless Communication Technology Limited to be executed by Mr. Huo Baozhuang as the transferor and the Company as the transferee;

(d) a share transfer form ("TRANSFER 3") in respect of 335 shares of Techfaith Wireless Communication Technology Limited to be executed by Mr. He Changke as the transferor and the Company as the transferee;

(e) a share transfer form ("TRANSFER 4") in respect of 1,665 shares of Techfaith Wireless Communication Technology Limited to be executed by Mr. Liu Cangsong as the transferor and the Company as the transferee;

(f) a share transfer form ("TRANSFER 5") in respect of 815 shares of Techfaith Wireless Communication Technology Limited to be executed by Mr. Tan Wensheng as the transferor and the Company as the transferee;

(g) a share transfer form ("TRANSFER 6") in respect of 300 shares of Techfaith Wireless Communication Technology Limited to be executed by Mr. Wu Kebo as the transferor and the Company as the transferee;

(h) a share transfer form ("TRANSFER 7") in respect of 170 shares of Techfaith Wireless Communication Technology Limited to be executed by Mr. So Chong Keung as the transferor and the Company as the transferee;;

(i) a share transfer form ("TRANSFER 8") in respect of 226 shares of Techfaith Wireless Communication Technology Limited to be executed by Mr. Ngan Iek as the transferor and the Company as the transferee;

(j) a share transfer form ("TRANSFER 9") in respect of 254 shares of Techfaith Wireless Communication Technology Limited to be executed by Capital Group Resources Limited as the transferor and the Company as the transferee

(k) a share transfer form ("TRANSFER 10") in respect of 200 shares of Techfaith Wireless Communication Technology Limited to be executed by Mr. Chow Siu Hong as the transferor and the Company as the transferee;

(l) a share transfer form ("TRANSFER 11") in respect of 100 shares of Techfaith Wireless Communication Technology Limited to be executed by Modern Ray Limited as the transferor and the Company as the transferee;

(m) a share transfer form ("TRANSFER 12") in respect of 150 shares of Techfaith Wireless Communication Technology Limited to be executed by Financiere Natexis Singapore 2 Pte Ltd. as the transferor and the Company as the transferee;

(n) written resolutions (the "WRITTEN RESOLUTIONS") of the shareholders of the Company passed earlier today approving, among other matters, the Sale and Purchase Agreement.

4 RESOLUTIONS

15

4.1      IT WAS RESOLVED THAT :-

         (a)      the acquisition of the Sale Shares would be in the best
                  interests and commercial benefit of the Company and such
                  acquisition be and the same is hereby approved;

         (b)      the form and substance of the Sale and Purchase Agreement be
                  and is hereby approved;

         (c)      any one Director be and is hereby authorised to sign for and
                  on behalf of the Company the Sale and Purchase Agreement and
                  Transfers 1, 2, 3 ,4, 5, 6, 7, 8, 9, 10, 11 and 12;

         (d)      any one Director be and is hereby authorised to sign any
                  further documents incidental or ancillary to or in connection
                  with each of the documents referred to in paragraph 3 above,
                  and any one Director of the Company be and is hereby
                  authorised to sign under the Common Seal of the Company which
                  may be affixed to such further documents as he considers
                  necessary, desirable or incidental to transactions
                  contemplated by the Sale and Purchase Agreement;

         (e)      any Director be and is hereby authorised to allot and issue as
                  fully paid an aggregate of 9,999 shares of US$1.00 each in the
                  capital of the Company (the "CONSIDERATION SHARES") to the
                  Vendors in such proportions as set out in Part B of Schedule 2
                  of the Sale and Purchase Agreement;

         (f)      any Director be and is hereby authorised to apply the share
                  premium arising from the acquisition of the Sale Shares and
                  allotment of the Consideration Shares in paying up in full the
                  one existing share of US$1.00 each in the capital of the
                  Company which as at the date of the Sale and Purchase
                  Agreement has been issued nil paid to Mr. Dong Defu; and

         (g)      any one Director be and is hereby authorised to approve any
                  amendments to each of the documents referred to in this
                  paragraph 4.1, such approval being conclusively evidenced by
                  his signature on the relevant documents.

5        OTHER BUSINESS

         There being no further business, the Chairman declared the Meeting
closed.


Chairman of the Meeting

16

IN WITNESS whereof the parties hereto have executed this Agreement the day and year first above written.

SIGNED by                          )
                                   )
DONG DEFU                          )        /S/
                                    -------------------------
                                   )
in the presence of:-               )

       /s/
-----------------------------
[CHINESE CHARACTERS]




SIGNED by                          )
                                   )
HUO BAOZHUANG                      )        /S/
                                    -------------------------
                                   )
in the presence of:-               )


       /s/
-----------------------------
[CHINESE CHARACTERS]




SIGNED by                          )
                                   )
HE CHANGKE                         )        /S/
                                    -------------------------
                                   )
in the presence of:-               )


       /s/
-----------------------------
[CHINESE CHARACTERS]



SIGNED by                          )
                                   )
LIU CANGSONG                       )        /S/
                                    -------------------------
                                   )
in the presence of:-               )


       /s/
-----------------------------
[CHINESE CHARACTERS]


SIGNED by                          )
                                   )
TAN WENSHENG                       )        /S/
                                    -------------------------
                                   )
in the presence of:-               )


       /s/
-----------------------------
[CHINESE CHARACTERS]

SIGNED by                          )
                                   )
WU KEBO                            )        /S/
                                    -------------------------
                                   )
in the presence of:-               )


       /s/
-----------------------------
[CHINESE CHARACTERS]



SIGNED by                          )
                                   )
SO CHONG KEUNG                     )        /S/
                                    -------------------------
                                   )
in the presence of:-               )


 Kelvin Wu
-------------------------------
 40/F., Far East Finance Centre
-------------------------------
 16 Harcourt Road, Hong Kong
-------------------------------

SIGNED by                          )
                                   )
NGAN IEK                           )        /S/
                                    -------------------------
                                   )
in the presence of:-               )


Mark Wang
-------------------------------
40/F., Far East Finance Centre
-------------------------------
16 Harcourt Road, Hong Kong
-------------------------------


SIGNED by JACQUI TAN )
)

for and on behalf of CAPITAL GROUP )
)

RESOURCES LIMITED                  )        /S/
                                   --------------------------
                                   )
in the presence of:-               )

Kelvin Wu (Witness)
40/F., Far East Finance Centre
16 Harcourt Road, Hong Kong

SIGNED by                          )
                                   )
CHOW SIU HONG                      )        /S/
                                    -------------------------
                                   )
in the presence of:-               )


       /s/
--------------------------------
[CHINESE CHARACTERS]



SIGNED  by   SHEN DEMIN            )
                                   )
for and on behalf of MODERN RAY    )
                                   )
LIMITED                            )        /S/
                                    -------------------------
                                   )
in the presence of:-               )


       /s/
--------------------------------
[CHINESE CHARACTERS]

SIGNED by GAEL DE BARMON )
)

for and on behalf of FINANCIERE    )        /S/
                                    -------------------------
                                   )
NATEXIS SINGAPORE 2 PTE LTD.       )
                                   )
in the presence of:-               )

Bernard Jacquin

SIGNED by                            )
                                     )
JACQUI TAN                           )        /S/
                                      -------------------------
                                     )
in the presence of:-                 )


 Kelvin Wu (Witness)
 ------------------------------
 40/F., Far East Finance Centre
 ------------------------------
 16 Harcourt Road, Hong Kong
 ------------------------------

SIGNED by                            )
                                     )
SHEN DEMIN                           )        /S/
                                      -------------------------
                                     )
in the presence of:-                 )



       /s/
---------------------------------
[CHINESE CHARACTERS]

[3rd Floor, M8 West
Jiu Xian Qiao Dong Lu
Chaoyang District
Beijing]

SIGNED by DONG DEFU )
)

for and on behalf of CHINA TECHFAITH ) )

WIRELESS COMMUNICATION               )        /S/
                                      -----------------------
                                     )
TECHNOLOGY LIMITED                   )
                                     )
in the presence of:-                 )



       /s/
---------------------------------
[CHINESE CHARACTERS]

[3rd Floor, M8 West
Jiu Xian Qiao Dong Lu
Chaoyang District
Beijing]


EXHIBIT 5.1

April 7, 2005

China Techfaith Wireless Communication Technology DIRECT LINE: 2842 9522

Limited                                             E-MAIL:      bywlee@cdp.bm
3/F M8 West No. 1 Jin Xian Qiao East Road           OUR REF:     BL/M#709487/
Chao Yang District                                               D#183868(HK)
Beijing 100016                                      YOUR REF:
People's Republic of China

Dear Sirs

CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED (THE "COMPANY")

We have acted as special Cayman legal counsel to the Company in connection with an initial public offering of certain ordinary shares in the Company (the "Shares") as described in the prospectus contained in the Company's registration statement on Form F-1 filed with the United States and Exchange Commission (the "Registration Statement" which term does not include any exhibits thereto).

We have acted as special Cayman legal counsel to the Company in connection with an initial public offering of certain ordinary shares in the Company (the "Shares") as described in the prospectus contained in the Company's registration statement on Form F-1 filed with the United States Securities and Exchange Commission (the "Registration Statement" which term does not include any exhibits thereto).

For the purposes of giving this opinion, we have examined and relied upon copies of the following documents:

(i) the Registration Statement to be filed by the Company under the United States Securities Act of 1933 (the "Securities Act") with the United States Securities and Exchange Commission (the "Commission") on 7 April, 2005; and

(ii) a draft of the prospectus (the "Prospectus") contained in the Registration Statement.


China Techfaith Wireless Communication Technology Limited CD&P 7 April, 2005

Page 2

We have also reviewed and relied upon (1) the memorandum of association and the articles of association of the Company, (2) copies of the minutes of meetings of and written resolutions passed by directors and shareholders of the Company dated 18 March, 2005 respectively (collectively the "Minutes"), (3) the register of members of the Company updated as at 24 March, 2005, and (4) such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (i) the genuineness and authenticity of all signatures, stamps and seals and the conformity to the originals of all copies of documents (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; (ii) the accuracy and completeness of all factual representations made in the Prospectus and Registration Statement and other documents reviewed by us, (iii) that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein;
(iv) the validity and binding effect under the laws of the United States of America of the Registration Statement and the Prospectus and that the Registration Statement will be duly filed with or declared effective by the Commission; and (v) that the Prospectus, when published, will be in substantially the same form as that examined by us for purposes of this opinion.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. Subject as mentioned below, this opinion is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in respect of any other matter nor is it to be quoted or referred to in any document registered or filed with any governmental authority or public body without our prior express consent in writing save that this opinion may be filed as an exhibit to the Registration Statement.

On the basis of and subject to the foregoing, we are of the opinion that:

(1) The Company is duly incorporated and existing under the laws of the Cayman Islands.


China Techfaith Wireless Communication Technology Limited                  CD&P
7 April, 2005
Page 3

(2)   The issue of the Shares has been duly authorised, and when the Shares have
      been issued, delivered and paid for in the manner described in and

pursuant to the terms of the Prospectus and Registration Statement will be validly issued, fully paid and non-assessable (meaning that no further sums are payable to the Company with respect to the holding of such Shares).

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the references to us under the headings "Taxation", "Enforcement of Civil Liabilities" and "Legal Matters" in the Prospectus contained in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the Rules and Regulations of the Commission thereunder.

Yours faithfully,

/s/ CONYERS DILL & PEARMAN, CAYMAN


EXHIBIT 8.1

LATHAM & WATKINS LLP

53rd at Third
885 Third Avenue
New York, New York 10022-4834
Tel: (212) 906-1200 Fax: (212) 751-4864
www.lw.com

FIRM/AFFILIATE OFFICES

                                        Boston          New Jersey
                                        Brussels        New York
                                        Chicago         Northern Virginia
                                        Frankfurt       Orange County
                                        Hamburg         Paris
[______], 2005                          Hong Kong       San Diego
                                        London          San Francisco
                                        Los Angeles     Silicon Valley
                                        Milan           Singapore
                                        Moscow          Tokyo
                                                        Washington, D.C.

China Techfaith Wireless Communication Technology Limited
3/F M8 West No. 1 Jiu Xian Qiao East Road Chao Yang District
Beijing 100016, People's Republic of China

Re: [_______] American Depositary Shares (the "ADSs"), representing
[_______] Ordinary Shares of China Techfaith Wireless Communication Technology Limited (the "Company")

Ladies and Gentlemen:

In connection with the public offering on the date hereof of
[________] American Depositary Shares ("ADSs"), each representing [__] ordinary shares, par value $0.01 per share ("Ordinary Shares"), of the Company, pursuant to the registration statement on Form F-1 under the Securities Act of 1933, as amended (the "Act"), filed by the Company with the Securities and Exchange Commission (the "Commission") on [________], 2005, as amended to date (the "F-1 Registration Statement"), you have requested our opinion concerning the statements in the F-1 Registration Statement under the caption "Taxation -- United States Federal Income Taxation."

The facts, as we understand them, and upon which with your permission we rely in rendering the opinion herein, are set forth in the F-1 Registration Statement.

In our capacity as counsel to the Company, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation, or audit of the facts set forth in the above-referenced documents.


[______], 2005

PAGE 2

LATHAM & WATKINS LLP

We are opining herein as to the effect on the subject transaction only of the federal income tax laws of the United States and we express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state.

Based on such facts and subject to the limitations set forth in the F-1 Registration Statement, the statements of law or legal conclusions in the F-1 Registration Statement under the caption "Taxation -- United States Federal Income Taxation" constitute the opinion of Latham & Watkins LLP as to the material United States federal income tax consequences of an investment in the ADSs or Ordinary Shares.

No opinion is expressed as to any matter not discussed herein.

This opinion is rendered to you as of the date of this letter, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the F-1 Registration Statement may affect the conclusions stated herein.

This opinion is furnished to you, and is for your use in connection with the transactions set forth in the F-1 Registration Statement. This opinion may not be relied upon by you for any other purpose, or furnished to, quoted to, or relied upon by any other person, firm or corporation, for any purpose, without our prior written consent, except that this opinion may be relied upon by persons entitled to rely on it pursuant to applicable provisions of federal securities law.

We hereby consent to the filing of this opinion as an exhibit to the F-1 Registration Statement and to the use of our name under the caption "Legal Matters" in the prospectus included in the F-1 Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Commission promulgated thereunder.

Very truly yours,


EXHIBIT 10.2

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the "Agreement") is entered into as of __________, 200__ by and between China Techfaith Wireless Communication Technology Limited, a Cayman Islands company (the "Company") and the undersigned, a [director or officer] of the Company ("Indemnitee").

RECITALS

1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation.

2. The Board of Directors of the Company (the "Board") has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the corporation.

3. The Indemnitee does not regard the indemnities available under the Company's current memorandum and articles of association (the "Articles of Association") as adequate to protect him against the risks associated with his service to the Company.

4. The Company is willing to indemnify Indemnitee to the fullest extent permitted by applicable law, and Indemnitee is willing to serve and continue to serve the Company on the condition that he be so indemnified.

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A. DEFINITIONS

The following terms shall have the meanings defined below:

Expenses shall include damages, judgments, fines, penalties, settlements and costs, attorneys' fees and disbursements and costs of attachment or similar bond, investigations, and any expenses paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding.

Indemnifiable Event means any event or occurrence that takes place either before or after the execution of this Agreement, related to the fact that Indemnitee is or was a director of the Company or an officer of the Company or any of its subsidiaries, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture or other entity, or related to anything done or not done by Indemnitee in any such capacity.


Participant means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.

Proceeding means any threatened, pending, or completed action, suit or proceeding, or any inquiry, hearing or investigation, whether civil, criminal, administrative, investigative or other, including appeal, in which Indemnitee may be or may have been involved as a party or otherwise by reason of an Indemnifiable Event, including, without limitation, any threatened, pending, or completed action, suit or proceeding by or in the right of the Company.

B. AGREEMENT TO INDEMNIFY

1. General Agreement. In the event Indemnitee was, is, or becomes a Participant in, or is threatened to be made a Participant in, a Proceeding, the Company shall indemnify the Indemnitee from and against any and all Expenses which Indemnitee incurs or becomes obligated to incur in connection with such Proceeding, to the fullest extent permitted by applicable law.

2. Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits in defense of any Proceeding or in defense of any claim, issue or matter in such Proceeding, Indemnitee shall be indemnified against all Expenses incurred in connection with such Proceeding or such claim, issue or matter, as the case may be, offset by the amount of cash, if any, received by the Indemnitee resulting from his/her success therein.

3. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of Expenses, but not for the total amount of Expenses, the Company shall indemnify the Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

4. Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification under this Agreement:

(a) to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy;

(b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;

(c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for gross negligence or misconduct in the performance of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper;

(d) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined)

2

has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law;

(e) for a disgorgement of profits made from the purchase and sale by the Indemnitee of securities pursuant to Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law;

(f) brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless a judgment or other final adjudication thereof adverse to the Indemnitee establishes that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of action so adjudicated;

(g) for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity;

(h) arising out of Indemnitee's personal tax matter; or

(i) arising out of Indemnitee's breach of an employment agreement with the Company (if any) or any other agreement with the Company or any of its subsidiaries.

5. No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continued employment with the Company.

6. Contribution. If the indemnification provided in this Agreement is unavailable and may not be paid to Indemnitee for any reason other than those set forth in Section 4, then the Company shall contribute to the amount of Expenses paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and by the Indemnitee on the other hand from the transaction from which such Proceeding arose, and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events which resulted in such Expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this
Section 6 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

C. INDEMNIFICATION PROCESS

1. Notice and Cooperation By Indemnitee. Indemnitee shall, as a condition precedent to his right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be given in accordance with Section F.7 below. In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably request.

3

2. Indemnification Payment.

(a) Advancement of Expenses. Indemnitee may submit a written request with reasonable particulars to the Company requesting that the Company advance to Indemnitee all Expenses that may be reasonably incurred in advance by Indemnitee in connection with a Proceeding. The Company shall, within ten (10) business days of receiving such a written request by Indemnitee, advance all requested Expenses to Indemnitee. Any excess of the advanced Expenses over the actual Expenses will be repaid to the Company.

(b) Reimbursement of Expenses. To the extent Indemnitee has not requested any advanced payment of Expenses from the Company, Indemnitee shall be entitled to receive reimbursement for the Expenses incurred in connection with a Proceeding from the Company as soon as practicable after Indemnitee makes a written request to the Company for reimbursement.

(c) Determination by the Reviewing Party. Notwithstanding anything foregoing to the contrary, in the event the Reviewing Party informs the Company that Indemnitee is not entitled to indemnification in connection with a Proceeding under this Agreement or applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all the Expenses previously advanced or otherwise paid to Indemnitee in connection with such Proceeding; provided, however, that Indemnitee may bring a suit to enforce his indemnification right in accordance with Section C.3 below.

3. Suit to Enforce Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within 30 days after making a written demand in accordance with Section C.2 above, Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any court of competent jurisdiction seeking a determination by the court or challenging any determination by the Reviewing Party or any breach in any aspect of this Agreement. Any determination by the Reviewing Party not challenged by Indemnitee and any judgment entered by the court shall be binding on the Company and Indemnitee.

4. Assumption of Defense. In the event the Company is obligated under this Agreement to advance or bear any Expenses for any Proceeding against Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, upon delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, unless
(i) the employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded, based on written advice of counsel, that there may be a conflict of interest of such counsel retained by the Company between the Company and Indemnitee in the conduct of any such defense, or (iii) the Company ceases or terminates the employment of such counsel with respect to the defense of such Proceeding, in any of which events the fees and expenses of Indemnitee's counsel shall be at the expense of the Company. At all times, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee's expense.

4

5. Defense to Indemnification, Burden of Proof and Presumptions. It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement that it is not permissible under this Agreement or applicable law for the Company to indemnify the Indemnitee for the amount claimed. In connection with any such action or any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified under this Agreement, the burden of proving such a defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company to have made a determination prior to the commencement of such action by Indemnitee that indemnification is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party or the Company that Indemnitee had not met such applicable standard of conduct shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

6. No Settlement Without Consent. Neither party to this Agreement shall settle any Proceeding in any manner that would impose any damage, loss, penalty or limitation on Indemnitee without the other party's written consent. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement.

7. Company Participation. Subject to Section B.6, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.

8. Reviewing Party.

(a) For purposes of this Agreement, the Reviewing Party with respect to each indemnification request of Indemnitee shall be (A) the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, said Disinterested Directors so direct, Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; and, if it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board of Directors shall act reasonably and in good faith in making a determination under this Agreement of the Indemnitee's entitlement to indemnification. Any reasonable costs or expenses (including reasonable attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom to the extent as aforesaid. "Disinterested Director" means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

5

(b) If the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected as provided in this Section 8(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors shall select), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in
Section 8(d) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If the determination of entitlement to indemnification is to be made by Independent Counsel, but within 20 days after submission by Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected and not objected to, then the Board of Directors by a majority vote shall select the Independent Counsel. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting under this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(b), regardless of the manner in which such Independent Counsel was selected or appointed.

(c) In making a determination with respect to entitlement to indemnification hereunder, the Reviewing Party shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement (with or without court approval), conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee's action is based on the records or books of account of the Company and any other corporation, partnership, joint venture or other entity of which Indemnitee is or was serving at the written request of the Company as a director, officer, employee, agent or fiduciary, including financial statements, or on information supplied to Indemnitee by the officers and directors of the Company or such other corporation, partnership, joint venture or other entity in the course of their duties, or on the advice of legal counsel for the Company or such other corporation, partnership, joint venture or other entity or on information or records given or reports made to the Company or such other corporation, partnership, joint venture or other entity by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or such other corporation, partnership, joint venture or other entity. In addition, the knowledge and/or actions, or failure to act, of any

6

director, officer, agent or employee of the Company or such other corporation, partnership, joint venture or other entity shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. The provisions of this Section 8(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(d) "Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above.

D. DIRECTOR AND OFFICER LIABILITY INSURANCE

1. Good Faith Determination. The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company's performance of its indemnification obligations under this Agreement.

2. Coverage of Indemnitee. To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company's directors or officers.

3. No Obligation. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain any director and officer insurance policy if the Company determines in good faith that such insurance is not reasonably available in the case that (i) premium costs for such insurance are disproportionate to the amount of coverage provided, (ii) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or (iii) Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

E. NON-EXCLUSIVITY; FEDERAL PREEMPTION; TERM

1. Non-Exclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Articles of Association, applicable law or any written agreement between Indemnitee and the Company (including its subsidiaries and affiliates). The indemnification provided under this Agreement shall continue to be available to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he may have ceased to serve in any such capacity at the time of any Proceeding.

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2. Federal Preemption. Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certain instances, U.S. federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Such instances include, but are not limited to, the U.S. Securities and Exchange Commission's prohibition on indemnification for liabilities arising under certain U.S. federal securities laws. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee.

3. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer and/or a director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding by reason of his former or current capacity at the Company or any other enterprise at the Company's request, whether or not he is acting or serving in any such capacity at the time any Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer and/or a director of the Company or any other enterprise at the Company's request.

F. MISCELLANEOUS

1. Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided in this Agreement, no failure to exercise or any delay in exercising any right or remedy shall constitute a waiver.

2. Subrogation. In the event of payment to Indemnitee by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company to bring suit to enforce such rights.

3. Assignment; Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party hereto without the prior written consent of the other party; except that the Company may, without such consent, assign all such rights and obligations to a successor in interest to the Company which assumes all obligations of the Company under this Agreement. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the parties hereto and the Company's successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company) and assigns, as well as Indemnitee's spouses, heirs, and personal and legal representatives.

8

4. Severability and Construction. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company's inability, pursuant to a court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. In addition, if any portion of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by applicable law. The parties hereto acknowledge that they each have opportunities to have their respective counsels review this Agreement. Accordingly, this Agreement shall be deemed to be the product of both of the parties hereto, and no ambiguity shall be construed in favor of or against either of the parties hereto.

5. Counterparts. This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.

6. Governing Law. This agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, U.S.A., without giving effect to conflicts of law provisions thereof.

7. Notices. All notices, demands, and other communications required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at:

China Techfaith Wireless Communication Technology Limited 3/F M8 West
No. 1 Jiu Xian Qiao Dong Road Chaoyang District
Beijing 100016, People's Republic of China Attention: Mr. Defu Dong

and to Indemnitee at:

[Name]
[Address]
[Address]
[Address]

8. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

(Signature page follows)

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EXHIBIT 10.2

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.

COMPANY

China Techfaith Wireless Communication Technology Limited


Name:
Title:

INDEMNITEE

[Name]



EXHIBIT 10.3

DATED _____________ 2004

TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

AND

[EMPLOYEE]


SERVICE AGREEMENT



THIS AGREEMENT is made the 13 day of April 2004

BETWEEN

(1) TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED, a company incorporated in the British Virgin Islands whose registered office is at P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin Islands (the "COMPANY"); and

(2) (_________) of (_________________) (the "EMPLOYEE").

WHEREAS it is agreed that the Company shall employ the Employee and the Employee shall serve the Group as the President of the Group on the following terms and subject to the following conditions:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement unless the context otherwise requires the following expressions shall have the following meanings:

"AFFILIATE"              means, with regard to a given Person, a Person
                         that controls, is controlled by or is under
                         common control with the given Person;

"BOARD"                  means the board of directors for the time being
                         of the Company;

"GROUP"                  means the Company and its Subsidiaries;

"HONG KONG"              means the Hong Kong Special Administrative
                         Region of the PRC;

"INTELLECTUAL PROPERTY"  includes patents, trade marks, service marks,
                         designs, utility models, copyrights, design
                         rights, proprietary information,
                         applications for registration of any of the
                         foregoing and the right to apply for them in
                         any part of the world, moral rights,
                         inventions, confidential information,
                         know-how, and rights of like nature arising
                         or subsisting anywhere in the world, in
                         relation to all of the foregoing, whether
                         registered or unregistered;

"PERSON"                 means any individual, corporation,partnership,
                         limited partnership, proprietorship,
                         association, limited liability company,
                         firm, trust, estate or other enterprise or
                         entity;

"PRC"                    means the People's Republic of China; and

                                 2

"SUBSIDIARY"           means any other company or other entity directly
                       or indirectly under the control of the
                       Company, and for the purpose of this
                       definition; "CONTROL" shall mean
                       ownership of more than fifty per cent
                       (50%) of the voting share capital or
                       equivalent right of ownership of such
                       company or entity, or power to direct
                       its policies and management whether by
                       contract or otherwise.

1.2 Any reference to a statutory provision shall be deemed to include a reference to any statutory modification or re-enactment of it.

1.3 The headings is this Agreement are for convenience only and shall not affect its construction or interpretation.

2. TERM OF EMPLOYMENT

2.1 The employment of the Employee (subject to termination as provided below) shall be for an initial fixed period of three (3) years commencing from the date hereof, and thereafter for an indefinite period subject to either the Employee or the Company serving, on or after the third anniversary of the date hereof, written notice on the other to terminate the employment which is to take effect one (1) month from the date of service of such notice.

2.2 The Employee represents and warrants to the Company that he is fully capable of and not bound by or subject to any court order, agreement, arrangement or undertaking which in any way restricts or prohibits him from entering into or performing all obligations and duties under this Agreement.

3. DUTIES

3.1 The Employee shall during his employment under this Agreement:

3.1.1 be responsible for the duties of _____________ and shall faithfully and diligently carry out such executive and management functions and duties with regard to the operation of the Company and its Subsidiaries;

3.1.2 perform the duties and exercise the powers which the Board may from time to time properly assign to him in his capacity as _____________ or in connection with the business of the Company or the business of any one or more members of the Group;

3.1.3 accept appointment as _____________ and, if requested by the Company, any of its Subsidiaries;

3.1.4 do all in his power to promote, develop and extend the business of the Company and of its Subsidiaries and at all times and in all respects conform to and comply with the proper and reasonable directions and regulations of the Board;

3.1.5 devote substantially the whole of his efforts, attention, abilities and time to the business of the Group and use his best endeavours to develop and extend

3

the business of the Group; and

3.1.6 exercise his best endeavours to procure the compliance by the Company and its Subsidiaries with all laws and regulations which are binding on or applicable to the Company and its Subsidiaries.

3.2 The Employee shall work and be based in the PRC for the proper performance and exercise of his duties and powers and he may be required to travel on the business of any member of the Group anywhere in the world.

3.3 If the Company requires the Employee to work permanently at a place which necessitates a move from his present address, the Company will reimburse the Employee for all removal expenses directly and reasonably incurred as a result of the Company's requirement.

3.4 The Employee shall at all times keep the Board promptly and fully informed (in writing if so requested) of his conduct of the business or affairs of the Company and its Subsidiaries and provide such explanation as the Board may require in connection therewith.

4. OFFICE OF EMPLOYEE

During his employment under this Agreement the Employee shall not do anything that would cause him to be disqualified from continuing to act as the President of the Group.

5. REMUNERATION AND BENEFITS

5.1 The Company and/or any member of the Group shall pay to the Employee during the continuance of this Agreement:

5.1.1 the remuneration of the Employee which shall be a fixed total salary (accrued from day to day) at the rate of Renminbi _____________ per year (or such higher rate as the Board may in its discretion from time to time decide to award payable in arrears by 13 equal monthly installments on the fifth day of the coming month and the thirteenth installment (which shall be pro-rated if the Employee has been employed by the Company for less than a full year) shall be payable on the fifth day of the first month of next calendar year;

5.1.2 an annual discretionary bonus of such amount as may from time to time be determined by the Board provided that the aggregate amount of bonuses payable to all the members of the senior management team of the Company in any financial year of the Company shall not exceed 30% of the Company's consolidated profit after taxation (excluding annual discretionary bonus) for that financial year. The bonus will be paid to the Employee at such time as the Board shall determine and the Board shall be entitled to approve payments on account of the annual bonus from time to time and to approve a bonus payment to the Employee in respect of a financial year of the Company notwithstanding that he shall not have been employed by the Company continuously throughout the financial year and

4

5.1.3 all reasonable medical expenses as provided under the Group's medical benefits scheme, if any.

5.2 Payment of the remuneration and bonus to the Employee pursuant to Clause 5.1 shall be made either by the Company or by another member of the Group and if more than one member, in such proportions as the Board may from time to time think fit. For the avoidance of doubt, the remuneration and bonus payable to the Employee pursuant to Clause 5.1 shall exclude any mandatory provident fund contributions made by the Company.

5.3 The Employee may, at the discretion of the Board, be eligible to participate in any share option scheme from time to time adopted by the Company in accordance with the terms and conditions of such share option scheme.

5.4 The Employee shall not accept from any business associates/customers of the Company or of any member of the Group any gifts or benefits, monetary or otherwise, excluding any gifts or benefits of a value less than RMB1,000, without the prior written consent of the Board or in any manner ask for or solicit any such gifts or benefits from business associates/customers of the Company or of any member of the Group.

6. EXPENSES

The Company shall, subject to the production of receipts or other evidence satisfactory to the Board, reimburse the Employee all travelling, hotel, entertainment and other out-of-pocket expenses properly and reasonably incurred by him in or about the discharge of his duties hereunder.

7. HOLIDAYS

The Employee shall be entitled to 6 working days' holiday (exclusive of statutory holidays in the PRC) for the first completed year of service (if the period of service is less than one year, the holiday entitlement will decrease pro rata) and after each completed year of service, the Employee shall be entitled to one additional working day's holiday up to a maximum of 4 additional working days (so that the total holiday entitlement shall not be more than 10 working days a year), to be taken by the Employee at such times as may be convenient to the Group having regard to the requirements of the Group's business.

8. RESTRICTIONS ON OTHER ACTIVITIES

8.1 For so long as the Employee is employed under the terms of this Agreement but without prejudice to Clauses 8.2, 9 and 12, the Employee shall not and shall procure his Affiliates not to (except with the prior sanction of a resolution of the Board):

8.1.1 be directly or indirectly engaged in or concerned with or interested in any other business which is in any respect in competition with or in opposition to, directly or indirectly, any business for the time being carried on by any company or entity within the Group, provided that, this shall not prohibit the holding (directly or through nominees) of investments listed on any stock exchange as long as not more than five (5) per cent, of the issued shares or

5

stock of any class of any one company shall be so held without the prior sanction of a resolution of the Board (save that this restriction shall not apply to any holding of shares of the Company); and

8.1.2 be interested in any project or proposal for the acquisition or development of or investment in any business or asset in which any member of the Group has been, during the continuance of this Agreement, or is considering to acquire, develop or invest unless the Group shall have decided against such acquisition, development or investment or invited the Employee or his Affiliates in writing to participate in, or consented in writing to the Employee's or his Affiliates acquisition or development of or investment in, such business or assets.

8.2 The Employee covenants with and undertakes to the Company that he shall not and that he shall procure that none of his Affiliates during his employment or at any time after the expiry thereof or its sooner determination, use the name of any member of the Group in the PRC, Hong Kong or any other part of the world, or use in the PRC, Hong Kong or any other territory in which the Group then operates any name which is the same as or similar to any of the registered or unregistered trade or service marks of the Group or any brand name or proposed brand name of any of the Group's products or service or proposed products or service, or represent himself or themselves as carrying on or continuing or being connected with any member of the Group or its business for any purpose whatsoever.

8.3 The Employee shall not and shall procure his Affiliates, either during or after the termination of his employment without limit in point of time, not to:

8.3.1 divulge or communicate any secret, confidential or private information to any person or persons except to those of the officers of the Group whose province it is to know the same; or

8.3.2 use any secret, confidential or private information for his own purposes or for any purposes other than those of the Group; or

8.3.3 through any failure to exercise all due care and diligence, cause any unauthorised disclosure of any secret, confidential or private information:

(a) relating to the business and affairs of the Group not in the public domain;

(b) relating to the working of any process or invention which is carried on or used by any company in the Group or which he may discover or make during his employment hereunder; or

(c) in respect of which any such company is bound by an obligation of confidence to any third party,

but so that these restrictions shall cease to apply to any information or knowledge which may (otherwise than through the wrongful act of the Employee or of others who were under confidentiality obligations as to such information or knowledge)

6

become available to the public generally without requiring a significant expenditure of labour, skill or money.

8.4 For the purpose of this Agreement, "SECRET, CONFIDENTIAL OR PRIVATE INFORMATION" shall include all and any information (whether or not recorded in documentary form or on computer disk or tapes) relating to the business of the Group, dealings, affairs, and matters of the Group, including, but not limited to, any proprietary information, technical data, trade secrets or know-how, research, product plans, products, services, suppliers, customer lists, prices and costs, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration, information, marketing, licenses, finances, budgets, personnel information (including the abilities of individual employees), or other business information disclosed to the Employee by the Group commencing from the date of the Employee's first employment with the Group. This disclosure could have been made either directly or indirectly, in writing or orally, whether or not during working hours.

8.5 The Employee agrees that, at the time of termination of his employment with the Company, he will deliver to the Company (or to such other company in the Group as the case may require) (and will not keep in his possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items made or developed by him during his employment with the Company or otherwise belonging to the Group. The Employees further agrees that any property situated on the Company's premises and/or owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection and search by the Company's personnel for legitimate business reasons at any time with or without notice.

8.6 The Employee recognizes that the Group has received and will receive from third parties their secret, confidential or private information. The Employees agrees to and agrees to procure his Affiliates, during his employment or at any time after the expiry thereof or its sooner determination, to hold all that secret, confidential or private information in the strictest confidence and not to disclose it to any Person or to use it, except as necessary in carrying out his work for the Group in a manner consistent with the Group's agreement(s) with those third parties.

8.7 The Employee represents that as an employee of the Company he has not and will not and has not caused and will not cause any Person to breach any agreement to keep in confidence any secret, confidential or secret information, knowledge or data acquired by him in confidence or trust prior or subsequent to joining the Company. He will not disclose and will agree to procure his Affiliates not to disclose to the Group, or induce the Group to use, any inventions, secret, confidential or private information or material belonging to any previous employer or any other party.

8.8 The Employee represents that in the event that he terminates his employment with the Company, he agrees to grant consent to notification by the Company to his new employer about his rights and obligations under this Agreement. The Employee further represents that he agrees to grant consent to notification by the Company to any other party besides the Company with whom he maintains a consulting relationship, including parties with whom such relationship commences after the

7

effective date of this Agreement, about his rights and obligations under this Agreement.

9. INVENTIONS

9.1 The Employee provides a list as Exhibit A describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by him prior to his employment with the Company (collectively referred to as "PRIOR INVENTIONS") which belong to him, which relate to the Group's proposed business, products or research and development, and which are not assigned to the Group; or, if no such list is attached, he represents that there are no such Prior Inventions. If in the course of his employment with the Company, he incorporates any Prior Invention owned by him or in which he has an interest into the property of the Group, the Company (the Group, if applicable) is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense) to make, have made, modify, use, sell and otherwise distribute that Prior Invention as part of or in connection with such property of the Group.

9.2 The parties hereto foresee that the Employee may make, discover or create Intellectual Property during any period commencing from the date of his employment with the Group and agree that in this respect the Employee has a special obligation to further the interests of the Company.

9.3 If during any period commencing from the date of his first employment with the Group, the Employee makes or discovers or participates in the making or discovery of any Intellectual Property relating to or capable of being used in the business for the time being carried on by any member of the Group, full details of the Intellectual Property shall immediately be communicated by him to the Company and shall be the absolute property of the Company. At the request and expense of the Company, the Employee shall agree to assist the Group in every proper way by giving and supplying timely all such information and data, drawings, specifications, oaths and assignments necessary as may be requisite to enable the Company to exploit the Intellectual Property to the best advantage and shall execute all such applications or other documents and do all such things as are necessary or desirable for the Company to obtain the sole and exclusive right, title and interest in or related to the Intellectual Property in such parts of the world as may be specified by the Company and for vesting the same in the Company or as it may direct.

9.4 The Employee irrevocably appoints the Company to be his attorney in his name and on his behalf to sign, execute, or file any such instrument or to do any such things as is necessary for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this Clause 9 and in favour of any third party a certificate in writing signed by any director or the secretary of the Company that any instrument or act falls within the authority conferred by this Clause shall be conclusive evidence that such is the case.

9.5 If the Employee makes or discovers or participates in the making or discovery of any Intellectual Property during a period commencing from the date of his first employment with the Group but which is not the property of the Company under Clause 9.3, the Company shall have the right to acquire for itself or its nominee, the Employee's rights in the Intellectual Property within one (1) year after disclosure

8

pursuant to Clause 9.3 on fair and reasonable terms to be agreed or settled by a single arbitrator.

9.6 Rights and obligations under this Clause 9 shall continue in force after termination of this Agreement in respect of Intellectual Property made or discovered during the Employee's employment under this Agreement and shall be binding upon his representatives.

10. TERMINATION

10.1  This Agreement may be terminated forthwith by the Company without prior
      notice and compensation if the Employee shall at any time:

      10.1.1  commit any irredeemable, serious or persistent breach whether
              wilful or not, of any of the provisions of this Agreement; or

      10.1.2  be guilty of any dishonesty, grave misconduct or wilful neglect in
              the discharge of his duties under this Agreement; or

      10.1.3  become bankrupt or make any arrangement or composition with his
              creditors generally or has a receiving order made against him; or

      10.1.4  become of unsound mind or be or become a patient for any purpose
              of any statute relating to mental health; or

      10.1.5  be convicted of any criminal offence (other than an offence which
              in the reasonable opinion of the Board does not affect his
              position as the vice president of (the Company); or

      10.1.6  become permanently incapacitated by accident or ill-health from
              performing his duties under this Agreement and for The purpose of
              this paragraph, incapacity for three (3) consecutive months or for
              an aggregate period of six (6) months in any period of twelve
              months shall be deemed to be a permanent incapacity; or

      10.1.7  become prohibited by law from acting as the President of the Group
              or from fulfilling his duties under this Agreement or be removed
              from office by a special resolution of the shareholders of the
              Company in general meeting; or

      10.1.8  be guilty of conduct (in the reasonable opinion of the Board)
              likely to bring himself or any member of the Group into
              disrepute; or

      10.1.9  improperly divulge to any unauthorised person any secret,
              confidential or private information or any other business secret
              or details of the organisation, business of the Group (provided
              that this obligation shall not be extended to any such information
              which is in the public domain at the time of disclosure); or

      10.1.10 during the continuance of this Agreement be absent (other than
              during periods of holiday) for an aggregate of thirty (30) working
              days; or

      10.1.11 be convicted of any offence or be identified as an insider dealer
              under any

                                       9

              statutory enactment or regulations relating to insider dealing in
              force from time to time; or

      10.1.12 be disqualified to act as an officer of any member of the Group
              under any applicable law.

10.2  If the Company is for any reason not entitled to terminate this Agreement
      forthwith in accordance with Clause 10.1, it may, at any time after the
      occurrence of any of the events specified in Clause 10.1, by giving to the
      Employee seven (7) days' notice (or payment of salary in lieu of such
      notice or the unexpired part of such period, as the case may be),
      terminate this Agreement.

10.3  If the Company becomes entitled to terminate the employment of the
      Employee under this Agreement pursuant to Clause 10.1, it shall be
      entitled (but without prejudice to its right subsequently to terminate
      such employment on the same or any other ground) to suspend the employment
      of the Employee under this Agreement either in full or in part, with or
      without payment of remuneration for so long as it may think fit.

10.4  If the Employee shall cease to be the President of the Group, his
      employment shall thereby automatically terminate but if such cessation
      shall be caused by any act or omission of either party without the
      consent, concurrence or complicity of the other then such act or omission
      shall be deemed a breach of this Agreement and termination hereunder shall
      be without prejudice to any claim for damages in respect of such breach.

10.5  On the termination of his employment howsoever arising, the Employee shall
      forthwith deliver to the Company all books, records, client's lists,
      accounts, statistics documents, papers, materials, credit cards, motor
      cars and other property of or relating to the business of the Group which
      may then be in his possession or under his power or control and all copies
      thereof or extracts therefrom made by or on behalf of the Employee.

10.6  If the Employee is at any time appointed as an officer of any member of
      the Group, he shall on or after the expiry of his employment under this
      Agreement or its sooner determination, resign in writing from any office
      held by him as such and from all other offices held by him with any member
      of the Group and execute an acknowledgement under seal to the effect that
      he has no claims against the Company or any of its subsidiaries (as the
      case may be) for compensation for loss of office or otherwise.

10.7  The Employee shall upon the expiry of his employment under this Agreement
      or its sooner determination, transfer without payment and in such manner
      as the Company may require, all such shares in any of the Company's
      subsidiaries or associated companies as are held by him as nominee for the
      Company or any members of the Group.

10.8  In the event of the Employee failing to take any of the actions required
      to be taken by him under Clauses 10.6 and 10.7 forthwith upon the request
      of the Company, the Company is hereby irrevocably appointed as the
      attorney of the Employee to appoint such person in the name of and on
      behalf of the Employee to sign, seal and deliver resignations to the
      relevant member of the Group and instruments of transfers of the

                                       10

      relevant shares and to file such returns or take such other action as may
      be necessary or desirable under the applicable laws. The Employee agrees
      to confirm and ratify such documents and acts.

10.9  Termination of the Employee's employment under this Agreement shall be
      without prejudice to any rights and obligations which have accrued at the
      time of termination or to Clauses 8.2, 9 and 12 (all of which shall remain
      in full force and effect).

11.   RECONSTRUCTION OR AMALGAMATION

      If the employment of the Employee under this Agreement is terminated by
      reason of the liquidation of the Company for the purpose of reconstruction
      or amalgamation and the Employee is offered employment with any concern or
      undertaking resulting from the reconstruction or amalgamation on terms and
      conditions not less favourable than the terms of this Agreement, then the
      Employee shall have no claim against the Company in respect of the
      termination of his employment under this Agreement.

12.   NON-SOLICITATION AND RESTRICTIVE COVENANTS

12.1  The Employee agrees that during the term of his employment by the Company
      and for a period of two (2) years thereafter:

      12.1.1  he will not and shall procure his Affiliates not to engage or be
              engaged in the PRC, Hong Kong and other territories in which the
              Group operates (the "TERRITORY") whether directly or indirectly in
              the business of developing and licensing reference designs and
              modules for wireless GSM handsets and development and sale and/or
              licensing of reference designs and modules for CDMA-based mobile
              devices and the provision, sale and trading of related
              products/services in the Territory or other business which any
              company in the Group shall have determined to carry on with a view
              to profit in the immediate or foreseeable future (the "RESTRICTED
              BUSINESS");

      12.1.2  he will not and shall procure his Affiliates not to take up
              employment with any person, firm, company or organisation engaged
              in the Territory (whether directly or indirectly) in any business
              involving or related to any of the Restricted Business (but this
              restriction shall not operate so as to prohibit an employment
              which does not involve duties relating to the Restricted Business)
              nor assist any such person, firm, company or organisation with
              technical, commercial or professional advice in relation to the
              Restricted Business;

      12.1.3  he will not and shall procure his Affiliates not to be engaged in
              or concerned with or interested in as principal shareholder,
              employee, agent or otherwise (whether directly or indirectly) in
              any company, firm or business which as regards any goods or
              service is a supplier to or a customer of the Company or any other
              member of the Group;

      12.1.4  he will not and shall procure his Affiliates not to either on his
              own account or for any person, firm, company or organisation,
              solicit, engage, employ or entice or endeavour to solicit engage,
              employ or entice (whether directly or indirectly) from the Company
              any director, manager, employee, agent of any

                                       11

              former director, former agent or former employee of any member of
              the Group whether or not such person would commit any breach of
              his contract of employment by reason of leaving the service of
              the relevant member of the Group;

      12.1.5  he will not and shall procure his Affiliates not to directly or
              indirectly employ any person who has during the term of his
              employment been a director, manager, employee of or consultant to
              any member of the Group and who by reason of such employment is or
              may be likely to be in possession of any secret, confidential or
              private information relating to the Group's business or the
              business of the customers of the Group; and

      12.1.6  he will not and shall procure his Affiliates not to either on his
              own account or for any person, firm, company or organisation,
              solicit business (whether directly or indirectly) from any person,
              firm, company or organisation which has dealt with the Company or
              any other member of the Group or which on the termination of his
              employment is in the process of negotiating with the Company or
              any such member of the Group in relation to any of the Restricted
              Business.

      Since the Employee may also obtain in the course of his employment by
      reason of services rendered for or offices held in any other member of the
      Group knowledge of the secret, confidential or private information of such
      member, the Employee hereby agrees that he shall at the request of the
      Company enter into a direct agreement or undertaking with such member
      whereby he will accept restrictions corresponding to the restrictions
      herein contained (or such of them as may be appropriate in the
      circumstances) in relation to such products and services and such area and
      for such period as such company may reasonably require for the protection
      of its legitimate interests.

12.2  While the restrictions contained in Clauses 8.2, 9 and 12 are considered
      by the parties hereto to be reasonable in all the circumstances, it is
      recognised that restrictions of the nature in question may fail for
      technical reasons unforeseen and accordingly it is hereby agreed and
      declared that if any such restrictions shall be adjudged to be void as
      going beyond what is reasonable in all the circumstances for the
      protection of the interests of the Group but would be valid if part of the
      wordings thereof were deleted or the periods (if any) thereof were reduced
      or the range of products or area dealt with thereby were reduced in scope,
      the said restriction shall apply with such modifications as may be
      necessary to make it valid and effective.

13.   SEVERABILITY

      If any provision of this Agreement is held to be invalid or unenforceable,
      then such provision shall (so far as it is invalid or unenforceable) be
      given no effect and shall be deemed not to be included in this Agreement
      but without invalidating any of the remaining provisions of this
      Agreement.

14.   WAIVER

      No failure on the part of any party hereto to exercise, and no delay on
      its part in exercising, any right to remedy under this Agreement will
      operate as a waiver thereof,

                                       12

      nor will any single or partial exercise of any right or remedy preclude
      any other or further exercise thereof or exercise of any other right or
      remedy. The rights or remedies provided in this Agreement are cumulative
      and not exclusive of any rights or remedies provided by law.

15.   FORMER SERVICE AGREEMENT

15.1  This Agreement shall, as from the date hereof, be in substitution for and
      supersede any previous or existing service or employment agreement (if
      any) or arrangements made orally or in writing between any member of the
      Group and the Employee and for any terms of employment previously or
      currently in force between any such company and the Employee, and the
      Employee shall have no claim in connection with any such superseded
      service agreement.

15.2  The Employee hereby acknowledges that he has no outstanding claims of any
      kind against any member of the Group.

16.   NOTICES

      Notices given under this Agreement shall be deemed effectively given to
      the Company if they are sent by post to or left at the principal place of
      business of the Company in the PRC and to the Employee if they are sent by
      post to or left at the last known address of the Employee. In the case of
      notice being sent by post, the notice shall be deemed (in the case of
      local mail) to have been received two (2) business days ("BUSINESS DAY"
      means a day other than Saturday on which banks in Hong Kong are generally
      open for business) after the time of despatch or (in the case of air mail)
      to have been received seven (7) business days after the time of despatch.

17.   AMENDMENT

      This Agreement may not be amended, supplemented, modified or varied except
      by a written agreement or instrument signed by both parties hereto.

18.   INDEMNITY

      The Employee agrees and undertakes to indemnify and keep effectively
      indemnified in full the Group on demand from and against all actions,
      demands, claims, proceedings, liabilities, costs and expenses incurred or
      sustained by any member of the Group, arising from, as a result of or in
      connection with any breach by the Employee of any of his obligations under
      this Agreement or any of his obligations implied by law.

19.   GOVERNING LAW

      This Agreement is governed by and shall be construed in accordance with
      the laws of Hong Kong.

IN WITNESS whereof the parties have set their respective hands the day and year first above written.

SIGNED by [           ]                           )
a director, for and on behalf of                  )
TECHFAITH WIRELESS                                )

                                       13

COMMUNICATION TECHNOLOGY         )
LIMITED                          )
in the presence of:-             )

SIGNED by                        )
DONG DEFU                        )
in the presence of:-             )

14

EXHIBIT A

LIST OF PRIOR INVENTIONS

 Title      Date        Identifying or Brief Description        Number
----------------------------------------------------------------------

[X] No inventions or improvements

[ ] Additional Sheets Attached

Signature of Employee:

Print Name of Employee:

Date:

15

EXHIBIT 21.1

SUBSIDIARIES OF THE REGISTRANT

Subsidiaries Established in the PRC

Techfaith Wireless Communication Technology (Beijing) Limited, formerly known as Beijing Techfaith Technology R&D Co., Ltd.

Techfaith Wireless Communication Technology (Beijing) Limited II, formerly known as Beijing Centel Technology R&D Co., Ltd.

Techfaith Wireless Communication Technology (Shanghai) Limited, formerly known as Leadtech Communication Technology (Shanghai) Limited

STEP Technologies (Beijing) Co., Ltd.

Subsidiaries Incorporated outside the PRC

Techfaith Wireless Communication Technology Limited (British Virgin Islands)

Finest Technology Limited (British Virgin Islands)

First Achieve Technology Limited (Hong Kong)

Great Earnest Technology Limited (British Virgin Islands)

Leo Technology Limited (British Virgin Islands)


Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in the Registration Statement of China Techfaith Wireless Technology Limited on Form F-1 of our audit report dated March 21, 2005, appearing in the prospectus, which is part of this Registration Statement.

We also consent to the reference made to us under the headings "Selected Consolidated Financial Data" and "Experts" in such prospectus.

/s/ Deloitte Touche Tohmatsu
Hong Kong
April 7, 2005


EXHIBIT 23.3

41st Floor, One Exchange Square
8 Connaught Place, Central
Hong Kong
Tel: (852) 2522-7886 Fax: (852) 2522-7006
www.lw.com

[LETTERHEAD OF
LATHAM & WATKINS LLP]

FIRM/AFFILIATE OFFICES

                                       Boston                         New Jersey
                                       Brussels                         New York
                                       Chicago                 Northern Virginia
                                       Frankfurt                   Orange County
                                       Hamburg                             Paris
                                       Hong Kong                       San Diego
                                       London                      San Francisco
                                       Los Angeles                Silicon Valley
                                       Milan                           Singapore
                                       Moscow                              Tokyo
                                                                Washington, D.C.

April 7, 2005

China Techfaith Wireless
     Communication Technology Limited
3/F M8 West, No. 1
Jiu Xian Qiao East Road
Chao Yang District
Beijing 100016
People's Republic of China

Ladies and Gentlemen:

We hereby consent to the use of our name under the captions "Taxation" and "Legal Matters" in the prospectus included in the registration statement on Form F-1, originally filed by China Techfaith Wireless Communication Technology Limited on April 7, 2005, with the Securities and Exchange Commission under the Securities Act of 1933, as amended. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the regulations promulgated thereunder.

Sincerely yours,

/s/ Latham & Watkins LLP

Resident partners: Joseph A. Bevash (US), Sabrina Y. T. Maguire (US), John A. Otoshi (US), Mitchell D. Stocks (US), David Zhang (US)


EXHIBIT 23.4

[LETTERHEAD OF GUANTAO LAW FIRM]

April 7, 2005

China Techfaith Wireless
Communication Technology Limited

3/F M8 West, No. 1
Jiu Xian Qiao East Road
Chao Yang District
Beijing 100016
People's Republic of China

Ladies and Gentlemen:

We hereby consent to the use of our name under the captions "Enforceability of Civil Liabilities" and "Legal Matters" in the prospectus included in the registration statement on Form F-1, originally filed by China Techfaith Wireless Communication Technology Limited on April 7, 2005, with the Securities and Exchange Commission under the Securities Act of 1933, as amended. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the regulations promulgated thereunder.

Sincerely yours,

/s/ Guantao Law Firm


EXHIBIT 23.5

[LOGO OF AMERICAN APPRAISAL LETTERHEAD] [CHINESE CHARACTERS]

[CHINESE CHARACTERS]
Rm 1506-10, 15/F
108 Gloucester Road
Wanchai, Hong Kong
[CHINESE CHARACTERS] Tel: (852) 2511 5200
[CHINESE CHARACTERS] Fax: (852) 2511 9626
www.american-appraisal.com.hk

PRC Offices:
Hong Kong o Beijing o Shanghai o Guangzhou o Shenzhen

*************************
People's Republic of China

CONSENT OF INDEPENDENT APPRAISER

American Appraisal China Limited ("AAC") hereby consents to the references to AAC's name and value conclusions for accounting purposes, with respect to its appraisal report addressed to the board of Techfaith Wireless Communication Technology Holding Ltd. (the "Company") and dated March 21, 2005, in the Company's Registration Statement on Form F-1 (together with any amendments thereto, the "Registration Statement") to be filed with the U.S. Securities and Exchange Commission. AAC also hereby consents to the filing of this letter as an exhibit to the Registration Statement.

AMERICAN APPRAISAL CHINA LIMITED.

                                    By        /s/ Patrick Wu
                                       ----------------------------------
                                                  Patrick Wu
                                                  Managing Director

Hong Kong, PRC
April 7, 2005


EXHIBIT 99.1

MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING ("MOU") is entered into this twenty-fourth day of December 2003 by and between QUALCOMM Incorporated, a corporation organized under the laws of the State of Delaware, United States of America ("QUALCOMM"), and Techfaith Holdings Limited, a corporation organized under the laws of the British Virgin Islands ("Techfaith").

RECITALS:

WHEREAS, QUALCOMM has developed certain proprietary Code Division Multiple Access ("CDMA") digital wireless telecommunications technology for use in wireless telecommunications applications, and QUALCOMM desires to support the development of CDMA-based technologies throughout the world;

WHEREAS, Techfaith and its subsidiaries presently are engaged in the business of developing and licensing reference designs and modules for wireless GSM handsets for the PRC market;

WHEREAS, Techfaith desires to expand its business plan to include the development and sale and/or licensing of reference designs and modules for CDMA-based mobile devices (the "CDMA Business");

WHEREAS, QUALCOMM is considering an equity investment in Techfaith in exchange for certain commitments by Techfaith with respect to the CDMA Business; and

WHEREAS, QUALCOMM and Techfaith are entering into this MOU to set forth their mutual intentions regarding the establishment of the CDMA Business.

NOW, THEREFORE, in consideration of the mutual understandings and agreements set forth herein, the parties hereto hereby agree as follows:

1. Establishment of Subsidiary to Conduct CDMA Business. Techfaith agrees that, not later than sixty (60) days following the closing of QUALCOMM's equity investment in Techfaith (the "Closing Date"), Techfaith will establish or cause to be established under the laws of the People's Republic of China ("PRC") a wholly-owned subsidiary (the "CDMA Subsidiary") to engage solely in the CDMA Business pursuant to and in accordance with the business plan attached hereto as Appendix 1. Techfaith will contribute capital in the amount of US$4,000,000 (or its RMB equivalent) to the CDMA Subsidiary within ninety (90) days following the establishment thereof.

2. Management of CDMA Subsidiary. Mr. Dong Defu, the Chief Executive Officer ("CEO") of Techfaith, will also serve as the CEO of the CDMA Subsidiary on an interim basis until such time as QUALCOMM and Techfaith mutually agree on his replacement.

3. Commitment to Use QUALCOMM CDMA ASICs. Techfaith agrees that, for a period of four (4) years following the establishment of the CDMA Subsidiary, it will cause Techfaith to (i) incorporate into all of its reference designs and modules QUALCOMM's CDMA digital baseband ASICs and IF and RF ASICs for cdma2000

QUALCOMM Proprietary


based mobile devices, and (ii) purchase from QUALCOMM one hundred percent (100%) of its requirements for such ASICs. QUALCOMM and Techfaith will enter into a definitive Component Supply Agreement containing mutually acceptable terms and conditions relating to the purchase of QUALCOMM ASIC's as described above.

4. Information Rights and Access. In addition to the Techfaith financial information that QUALCOMM may be entitled to receive as a result of its equity investment in Techfaith, Techfaith will also provide, or to cause the CDMA Subsidiary to provide, to QUALCOMM the following information solely with respect to the CDMA Subsidiary:

(a) audited annual financial statements within ninety
(90) days after the end of each fiscal year, beginning with the fiscal year 2004;

(b) unaudited quarterly financial statements within thirty (30) days following the end of each fiscal quarter;

(c) unaudited monthly financial statements within ten
(10) business days following the end of each month;

(d) the first draft of the annual operating budget within sixty (60) days prior to the end of each fiscal year.

QUALCOMM will also have the right to visit the premises of the CDMA Subsidiary at least once per month during regular business hours, upon seven (7) days prior notice.

5. Confidentiality. The parties acknowledge that, in the course of their negotiations under this MOU, it may be necessary for one party to provide documentation, technical and business information and/or intellectual property, in whatever form recorded (collectively, "Confidential Information"), to the other party. All Confidential Information provided or disclosed by either party hereunder shall remain the property of the furnishing party, and shall be held in strict confidence by the receiving party, unless the furnishing party otherwise consents in writing or unless disclosure of such Confidential Information is required by the applicable laws. Confidential Information furnished by any party hereunder (i) shall not be reproduced or copied, in whole or in part, by the receiving party except for use as specifically authorized by this MOU; (ii) shall, together with any copies thereof, be returned to the disclosing party, or at the request of the disclosing party, destroyed, when no longer needed for purposes of this MOU; and (iii) shall only be disclosed by the receiving party to its employees who have a need to know such Confidential Information in connection with the performance of this MOU; and who have agreed to comply with the confidentiality obligations set forth herein.

6. Publicity. Neither party shall issue any press release or otherwise publicize or disclose to any third party the existence or nature of this MOU without the prior written consent of the other party, which consent shall not be unreasonably withheld.

7. Exclusivity. Techfaith agrees that, for a period of sixty
(60) days following execution of this MOU, or until the Closing Date, whichever comes first (the "Exclusivity Period") Techfaith will not engage in any discussions or negotiations with any other

QUALCOMM Proprietary 2


CDMA technology provider doing business in the PRC regarding any cooperative, strategic or financial relationship, excluding the current negotiations that are ongoing between Techfaith and NEC Corporation or its subsidiaries. QUALCOMM agrees that during the Exclusivity Period, QUALCOMM will not engage in any discussions or negotiations with a third party with respect to the purchase of shares (as part of a venture capital round of financing) in any other CDMA design house located in the PRC.

8. Term and Termination. This MOU shall become effective on the date first set forth above and shall terminate upon the earliest to occur of the following: (a) the execution by the parties of one or more definitive agreements with respect to the subject matter of this MOU; or (b) six (6) months from the date hereof.

9. Non-Binding Effect. This MOU is intended to serve as a general basis for commencing negotiations for one or more definitive agreements between QUALCOMM and Techfaith and/or the CDMA Subsidiary with respect to the matters referenced herein. This MOU does not contain all of the detailed provisions to be incorporated in any such definitive agreement(s), but does reflect the current mutual intentions of the parties. With the exception of Paragraphs 5 and 6 hereof, which are intended to be binding upon the parties, neither QUALCOMM nor Techfaith shall have any legal obligation under or by virtue of this MOU, including any obligation to enter into any definitive agreement or other contract, to provide any services, to disclose any information, to make any investment or to pay any consideration or compensation, whether or not expressly described herein; provided that the parties agree to cooperate in good faith along the lines described in this MOU.

IN WITNESS WHEREOF, the parties have caused this MOU to be executed by their duly authorized representatives as of the date first above written.

QUALCOMM INCORPORATED

By:    /s/ Frank Meng
       -----------------------------------------
Name:  Frank Meng
       -----------------------------------------
Title: President QUALCOMM China
       -----------------------------------------

TECHFAITH HOLDINGS LIMITED

By:    [CHINESE CHARACTERS]      /s/ Dong De Fu
       -----------------------------------------
Name:  [CHINESE CHARACTERS]          Dong De Fu
       -----------------------------------------
Title: [CHINESE CHARACTERS]          CEO
       -----------------------------------------

QUALCOMM Proprietary 3


EXHIBIT 99.2

Where noted, certain information has been omitted pursuant to a request for confidential treatment and filed separately with the SEC.

CDMA MODEM CARD
LICENSE AGREEMENT

This CDMA Modem Card License Agreement (the "Agreement") is entered into on March 9, 2004 by and between QUALCOMM Incorporated, a Delaware corporation, and Techfaith Wireless Communication Technology Limited, a British Virgin Islands corporation, with respect to the following facts:

RECITALS

WHEREAS, QUALCOMM has developed certain proprietary Code Division Multiple Access ("CDMA") technology which may be useful in providing greater capacity and improved quality and reliability compared to other cellular telephone technologies, and QUALCOMM manufactures and sells CDMA components and equipment;

WHEREAS, LICENSEE desires to obtain a license of QUALCOMM's Intellectual Property to manufacture and sell CDMA Modem Cards and QUALCOMM desires to grant such license in exchange for the license fees, royalties and other provisions hereof in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, QUALCOMM desires to obtain a license of LICENSEE's Intellectual Property to manufacture, use and sell Subscriber Units, CDMA Modem Cards and Components, and LICENSEE desires to grant such license in accordance with the terms and conditions set forth in this Agreement.

AGREEMENT

NOW THEREFORE, the Parties hereby agree as follows:

1. HEADINGS AND DEFINITIONS.

All headings used in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement or any clause. Reference to "third party" or "third parties" shall not mean either Party or their Affiliates. For the purpose of this Agreement, the following definitions apply:

"Affiliates" means, as to a Party, any present or future Parent of the Party and any present or future Subsidiary of the Party and/or its Parent, but only for so long as the Parent remains the Parent of the Party and the Subsidiary remains a Subsidiary of the Party and/or its Parent. The term "Parent" means any corporation or other legal entity that owns or controls, directly or indirectly
(i) more than 50% of the shares or other securities of the Party entitled to vote for

1

election of directors (or other managing authority) of the Party or (ii) if such Party does not have outstanding shares or securities, more than 50% of the equity interest in such Party, but only for so long as such ownership or control exists in (i) or (ii) above. The term "Subsidiary" of a party means any corporation or other legal entity (i) the majority (more than 50%) of whose shares or other securities entitled to vote for election of directors (or other managing authority) is now or hereafter owned or controlled by such party either directly or indirectly or (ii) which does not have outstanding shares or securities but the majority (more than 50%) of the equity interest in which is now or hereafter owned or controlled by such party either directly or indirectly, but only for so long as such ownership or control exists in (i) or
(ii) above.

"Authorized Licensees" shall have the meaning described in Section 6.3 below.

"CDMA Applications" means all communication applications (regardless of the transmission medium) that operate using code division multiple access ("CDMA") technology, whether or not based on IS-95, cdma2000 or W-CDMA, and irrespective of frequency band.

"CDMA ASIC" means QUALCOMM's mobile station modem (MSM) CDMA application specific integrated circuit (including the hardware, firmware and/or associated software that runs on the ASIC), and any revision, generation, modifications or integration to or of the MSM, purchased by LICENSEE from QUALCOMM.

"CDMA Modem Card" means a complete CDMA only and/or Dual Mode CDMA modem card which (i) incorporates all or any part of QUALCOMM's Intellectual Property, (ii) complies with the CAI, and (iii) is for use with a "Communications Device," meaning either a telephone, personal computer, personal digital assistant, facsimile machine, monitoring device, multi-media terminal, data entry terminal, or point of sale terminal. The CDMA Modem Card must contain at a minimum a printed circuit board, multiple individually packaged integrated circuit devices, and all of the circuitry necessary for the Communications Device to perform all of the CDMA reverse link modulation and CDMA forward link demodulation, baseband processing, RF and IF filtering, upconversion, downconversion, RF and IF shielding, and protocol stack messaging; provided that a CDMA Modem Card shall not be capable of initiating and receiving Wireless communications without being attached to the Communications Device.

"Chipset" means a CDMA ASIC and all companion application specific integrated circuits designed and offered for sale by QUALCOMM for use with such CDMA ASIC in a Subscriber Unit (and future evolutions, combinations or versions of any of the foregoing) and which are purchased by LICENSEE from QUALCOMM.

2

"Commercially Necessary IPR" means those Intellectual Property Rights which (i) the Party or its Affiliates has the right to license to the other Party without payment of royalties or any other consideration to any third party, (ii) are not essential to the manufacture, use or sale of a usable Subscriber Unit, CDMA Modem Card and/or Component that complies with the specifications of the CAI and
(iii) provide Subscriber Units, CDMA Modem Cards and/or Components with a competitive advantage (e.g., cost, lead-time or quality advantages) or which add to Subscriber Units, CDMA Modem Cards or Components a feature or other characteristic which may be reasonably required by the market place; but the term Commercially Necessary IPR does not include any trade name, trademark, service mark, or similar symbols, abbreviation, contractions or simulations identifying the Party and its Affiliates (except as set forth in Section 8, if the Party is QUALCQMM).

"Common Air Interface" or "CAI" means only (i) the TIA's IS-95 digital cellular standard and other CDMA standards which specify the same Physical Layer as IS-95 if approved by QUALCOMM and adopted by other international standards bodies throughout the world, (ii) the ITU's cdma2000 digital cellular standards (including only MC-CDMA 1xRTT and MC-CDMA 3xRTT) and other CDMA standards which specify the same Physical Layer as 1xRTT and 3xRTT if approved by QUALCOMM and adopted by other international standards bodies throughout the world, and (iii) QUALCOMM's High Date Rate digital air interface standard (1xEV-DO, standardized as IS-856).

"Complete CDMA Telephone" means a complete CDMA telephone, including but not limited to mobile, transportable and portable telephones, which incorporates all or any part of QUALCOMM's Intellectual Property and can be used, without any additional equipment or components being attached thereto, to initiate and/or receive Wireless telecommunications transmissions in accordance with the CAI

"Components" means application specific integrated circuits (ASICs), electronic devices, integrated circuits, including firmware thereon and accompanying or associated software, and/or families of devices for use in wireless telecommunications equipment.

"Costs" as such term is used in the definition of "Net Selling Price" shall include all actual labor, material and other direct costs, expenses and associated burdens, including overheads and general and administrative expenses, a reasonable amortization of associated research and development expenses, and warranty costs, all as consistently applied in accordance with U.S. generally accepted accounting principles (GAAP).

"Dual Mode CDMA" means, as applied to Subscriber Units or CDMA Modem Cards, having a capability to operate with CDMA technology and existing

3

analog FM cellular technology for backward compatibility with analog FM cellular infrastructure and subscriber units.

"Effective Date" means the date first set forth above.

"Ericsson" means Telefonaktiebolaget LM Ericsson (publ), a Swedish corporation and any of its subsidiaries in which it owns or controls fifty percent (50%) or more of the voting power.

"Future Commercially Necessary IPR" means all claims of any patents (foreign and domestic) which fall within the definition of Commercially Necessary IPR, but which do not fall within the definition of Included Commercially Necessary IPR.

"Have Made" means the right of LICENSEE under Ericsson's Patents to have a third party make a CDMA Modem Card for CDMA Applications for the use and benefit of LICENSEE, provided that:

(i) LICENSEE owns and supplies the designs, or specifications, or working drawings to such third party;

(ii) such designs, specifications, and working drawings are in sufficient detail that no substantial additional design by such third party is required;

(iii) such third party is not allowed to sell such CDMA Modem Card to other third parties; and

(iv) each such CDMA Modem Card sold by LICENSEE shall bear the trademarks, trade names, or other commercial indicia of LICENSEE, although such CDMA Modem Cards may be co-branded with the trademarks, trade names, or other commercial indicia of the reseller or distributor of such CDMA Modem Cards. The requirements of this subparagraph (iv) shall not apply where a customer requires that the CDMA Modem Card bear only such customer's trademarks, trade names, or other commercial indicia.

"Included Commercially Necessary IPR" means (1) with respect to the Intellectual Property Rights being licensed by QUALCOMM, (a) all claims of any patents (foreign and domestic) which were issued or applied for on or before the Effective Date and which constitute Commercially Necessary IPR and (b) all copyright, trade secret, know-how, technical assistance and other intellectual property rights which constitute Commercially Necessary IPR and which may be furnished by QUALCOMM to LICENSEE pursuant to and during the term of this Agreement and (2) with respect to the Intellectual Property Rights being licensed by LICENSEE, (a) all claims of any patents (foreign and domestic) which are now issued or which are applied for on or before the Effective Date and

4

which constitute Commercially Necessary IPR and (b) all copyright, trade secrets, know-how, technical assistance and other intellectual property rights which constitute Commercially Necessary IPR and which may be furnished by LICENSEE to QUALCOMM pursuant to and during the term of this Agreement.

"Intellectual Property Rights" means patents, copyrights, trade secrets, know-how and other intellectual property rights.

"InterDigital" means InterDigital Communications Corporation, InterDigital Patents Corporation and/or InterDigital Technology Corporation.

"InterDigital's Excluded Patents" means those claims of each of InterDigital's existing and future patents which cover (i) overlay, (ii) interference cancellation, (iii) trellis, PASM and TASM coding/decoding and (iv) wireless telephone debit card systems. As of November 2,1994, existing patents of InterDigital which have claims covering the subject matter of (i), (ii), (iii) and (iv) (and are therefore InterDigital's Excluded Patents) are U.S. Patent Nos. 5,351,249; 4,849,974; 4,849,976; 5,359,182; 5,161,168; 5,333,191; 5,235,670; 5,072,308; 4,974,099; 4,953,197; 5,185,762; 5,228,053; 4,796,260 and their foreign counterparts.

"InterDigital's Five Patents" means U.S. Patent Nos. 5,228,056; 5,166,951; 5,093,840; 5,119,375; and 5,179,571 and any continuation, continuation-in-part and divisional application based on such patents, and any foreign counterparts of such patents, continuations, continuations-in-part or divisional applications.

"InterDigital Included Patents" means, with the exclusion of InterDigital's Excluded Patents, (i) every patent issued on or before March 7, 1995 (including utility models, but excluding design patents and design registrations) in the world owned or licensable by InterDigital (including but not limited to InterDigital's Five Patents), and (ii) any subsequently issued patent (including utility models, but excluding design patents and design registrations) (whether issued to InterDigital or a third party) in the world owned or licensable by InterDigital which claims or discloses an invention contained in a patent application filed or acquired by InterDigital anytime prior to March 8, 1995 ("Subsequently Issued InterDigital Patents"), and any counterparts (foreign or domestic) to any such Subsequently Issued InterDigital Patents whenever such counterparts are applied for, and (iii) any continuation, continuation-in-part or divisional application based on any patent falling within (i) or (ii) above, whether such continuation, continuation-in-part or divisional application is filed during or after March 8,1995. In the event of an acquisition of InterDigital by a third party, InterDigital Included Patents shall not be construed to cover any patents or patent applications owned by such third party prior to the acquisition of InterDigital.

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Where noted, certain information has been omitted pursuant to a request for confidential treatment and filed separately with the SEC.

"InterDigital's Patents" means (i) with respect to those CDMA Modem Cards Sold by LICENSEE which incorporate CDMA ASICs purchased from QUALCOMM, the InterDigital Included Patents and (ii) with respect to those CDMA Modem Cards Sold by LICENSEE which do not incorporate CDMA ASICs purchased from QUALCOMM, InterDigital's Five Patents.

"IS-95 Related Systems" means IS-95 and any single carrier system with a spreading bandwidth not greater than 1.25 MHz and based on or derived from IS-95.

"Licensed Customer" means a person or entity (the "Other Licensee") that is 1) licensed by QUALCOMM under any or all of QUALCOMM's Intellectual Property to make and sell Subscriber Units and/or any Communications Device that comply with or implement one or more of the air interface standards included in the CAI (each such license agreement between QUALCOMM and a Licensed Customer shall hereinafter be referred to as an "LC license Agreement"), and 2) is authorized under such LC License Agreement to have LICENSEE make CDMA Modem Cards for such Other Licensee.

"LICENSEE" means Techfaith Wireless Communication Technology Limited, a British Virgin Islands corporation.

"LICENSEE's Intellectual Property" means LICENSEE's Technically Necessary IPR and LICENSEE's Included Commercially Necessary IPR.

"Masks" and "Mask Sets" mean the mask sets for Components and/or the computer output data used to generate the mask sets for Components.

"Net Selling Price", with respect to each CDMA Modem Card Sold by LICENSEE, shall mean one of the following, whichever is applicable:

(a) When Sold by LICENSEE to a Purchaser (a "Purchaser" being a person or entity that does not control LICENSEE, is not controlled by LICENSEE or is not in common control with LICENSEE; and the term "control" for the above purposes shall mean the direct or indirect ownership or control of more than a twenty five percent (25%) interest), the Net Selling Price shall be the Selling Price charged by LICENSEE for CDMA Modem Cards Sold to such Purchaser, however, with respect to CDMA Modem Cards Sold to a Purchaser for use on a CDMA network operated by LICENSEE or a Related Carrier, the Net Selling Price shall be no less than CONFIDENTIAL TREATMENT

(b) When Sold by LICENSEE to a Related Carrier or to a person or entity that is not a Purchaser (in either case, a "Related Buyer"), the Net Selling Price

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Where noted, certain information has been omitted pursuant to a request for confidential treatment and filed separately with the SEC.

shall be the Selling Price charged by the final vendee Related Buyer upon resale by the final vendee Related Buyer of CDMA Modem Cards to a Purchaser but in no event shall the Net Selling Price be less than the greater of (1) either (a) the average Selling Price charged during the same or most recent calendar quarter by LICENSEE for substantial quantities of equivalent CDMA Modem Cards (or if substantial quantities of equivalent CDMA Modem Cards have not been Sold during such calendar quarters, substantial quantities of substantially equivalent CDMA Modem Cards) Sold by LICENSEE to any Purchaser or (b) if substantial quantities of equivalent or substantially equivalent CDMA Modem Cards have not been Sold to a Purchaser by LICENSEE during such calendar quarters, the Selling Price that would be realized by LICENSEE in a Sale of equivalent CDMA Modem Cards to a Purchaser transacting at arm's length, (2) the Selling Price charged by LICENSEE for such CDMA Modem Cards Sold to such Related Buyer, or CONFIDENTIAL TREATMENT

(c) When retained by LICENSEE for its own use or lease, or when Sold by LICENSEE to a Related Buyer for its own use or lease, the Net Selling Price shall be the greater of (1) either (a) the average Selling Price charged during the same or most recent calendar quarter by LICENSEE for substantial quantities of equivalent CDMA Modem Cards (or if substantial quantities of equivalent CDMA Modem Cards have not been Sold during such calendar quarters, substantial quantities of substantially equivalent CDMA Modem Cards) Sold by LICENSEE to any Purchaser or (b) if substantial quantities of equivalent or substantially equivalent CDMA Modem Cards have not been Sold to a Purchaser by LICENSEE during such calendar quarters, the Selling Price that would be realized by LICENSEE in a Sale of equivalent CDMA Modem Cards to a Purchaser transacting at arm's length, (2) the Selling Price charged by LICENSEE for such CDMA Modem Cards Sold to such Related Buyer, or CONFIDENTIAL TREATMENT

"Non-Qualifying CDMA Modem Card" means a CDMA Modem Card that is not a Qualifying CDMA Modem Card.

"Party" shall individually mean QUALCOMM or LICENSEE and the term "Parties" shall collectively mean QUALCOMM and LICENSEE.

"Philips" shall mean Philips Electronics N.V., a company existing under the laws of the Netherlands.

"Philips' CDMA Technically Necessary Patents" means claims of any patents which Philips (or any of its Affiliates) own or have the right to license that are essential or claimed by Philips or any of its Affiliates to be essential to the manufacture, use or sale of Subscriber Units (i.e., must necessarily be infringed

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Where noted, certain information has been omitted pursuant to a request for confidential treatment and filed separately with the SEC.

upon in order to comply with the CAI). Notwithstanding anything to the contrary herein, the term "Philips CDMA Technically Necessary Patents" at a minimum includes U.S. patent numbers: 4,633,509, 4,765,753, and 5,140,638, and their foreign counterparts.

"Physical Layer" shall have the same meaning given to it in the TIA's IS-95 digital cellular standard.

"QUALCOMM" means QUALCOMM Incorporated, a Delaware corporation.

"QUALCOMM's Intellectual Property" means QUALCOMM's Technically Necessary IPR and QUALCOMM's Included Commercially Necessary IPR and InterDigital's Patents; provided that, notwithstanding the foregoing, the term "QUALCOMM's Intellectual Property" shall not include any intellectual property, including but not limited to patents, owned by SnapTrack, Inc.

"Qualifying CDMA Modem Card" means a CDMA Modem Card which contains and incorporates a CDMA ASIC purchased by LICENSEE from QUALCOMM.

"Related Carrier" means a wireless communications system operator that (i) owns or controls, either directly or indirectly, a Significant Interest in LICENSEE,
(ii) a Significant Interest of which is owned or controlled, either directly or indirectly, by LICENSEE, or (iii) a Significant Interest of which is owned or controlled, either directly or indirectly, by a third party that also owns or controls, either directly or indirectly, a Significant Interest in LICENSEE; and for purposes of this definition, the term "Significant Interest" shall mean the direct or indirect ownership or control of more than a twenty percent (20%) interest.

"Selling Price" means the gross selling price and/or value of other consideration charged by the LICENSEE or its final vendee Related Buyer for each CDMA Modem Card in the form in which it is Sold (whether or not assembled and without excluding therefrom any Components or subassemblies thereof which are included with such CDMA Modem Card) CONFIDENTIAL TREATMENT

If CDMA Modem Cards are Sold in combination with other separate and distinct products or services (the "Other Products"), the Selling Price for such CDMA Modem Cards (the "Combined Products") shall be the average Selling Price which LICENSEE charged to Purchasers for CDMA Modem Cards (of the same or substantially the same quality and quantity) that

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were Sold without being combined with other products or services in the most recent calendar quarter in which Sales were made. If no such CDMA Modem Cards have been Sold to a Purchaser in the same or any previous calendar quarter to permit the fair determination of an arm's length price, then the Selling Price for such Combined Products shall be the Selling Price charged by LICENSEE for such Combined Products less only those actual direct manufacturing costs (or, if acquired, direct cost of acquisition) of the Other Products that LICENSEE can clearly and convincingly prove were not part of the consideration allocated to the Sale of the CDMA Modem Card being combined with other products or services, but in no case less than the fair market value of the CDMA Modem Card. For the purpose of this definition, "Sold in combination with" shall mean that CDMA Modem Cards and one or more Other Products are sold together (whether or not for a single price) or substantially the same quantity of CDMA Modem Cards and Other Products are sold to the same customer (whether or not such products are sold together or with separate pricing), and provided that such Other Products and the CDMA Modem Cards are not physically integrated into a single product.

"Sold," "Sale," "Sell" means put into use, sold, leased or otherwise transferred and a sale shall be deemed to have occurred upon first use, shipment or invoicing, whichever shall first occur.

"Subscriber Unit" means a complete CDMA and/or Dual Mode CDMA telephone, including but not limited to mobile, transportable and portable telephones, which incorporates all or any part of QUALCOMM's Intellectual Property and can be used, without any additional equipment or components being attached thereto, to initiate and/or receive Wireless telecommunications transmissions in accordance with the CAI.

"Technically Necessary IPR" means all claims of any patents (foreign and domestic), issued on, prior to or after the Effective Date which (i) the Party and/or its Affiliates has the right to license to the other Party without payment of royalties or any other consideration to any third party and (ii) are essential to the manufacture, use or sale of Subscriber Units, CDMA Modem Cards and/or Components which comply with the specifications of the CAI (i.e., must be infringed upon in order to comply with the CAI); but the term Technically Necessary IPR does not include any trade name, trademark, service mark, or similar symbols, abbreviation, contractions or simulations identifying the Party and its Affiliates (except as set forth in Section 8, if the Party is QUALCOMM).

"Unlicensed Customer" means a person or entity that is not a Licensed Customer.

"Up-Front License Fee" means all of the up-front fees to be paid by LICENSEE in accordance with Section 3 of this Agreement.

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Where noted, certain information has been omitted pursuant to a request for confidential treatment and filed separately with the SEC.

"Wireless" and "Wireless Applications" means terrestrial-based, land mobile, wireless telecommunications applications which are based upon the CAI, including but not limited to cellular, personal communications services (PCS), wireless local loop and wireless PABX applications. Notwithstanding the foregoing, the terms "Wireless" and/or "Wireless Applications" shall not include (i) satellite applications (defined as any application which utilizes a direct connection between any satellite and the (a) Subscriber Unit, (b) Communications Device attached to a CDMA Modem Card , or (c) CDMA Modem Card attached to a Communications Device), and/or (ii) Cordless Telephone Applications (defined as applications not dependent on use of a switch, including but not limited to a PABX switch, for interface to the public network).

2. TERM OF AGREEMENT.

This Agreement shall commence upon the Effective Date and, unless otherwise terminated or canceled as provided herein, shall continue in full force and effect thereafter.

3. LICENSE FEES TO QUALCOMM.

In partial consideration of the rights granted to LICENSEE under this Agreement, Licensee shall pay to QUALCOMM an up-front fee CONFIDENTIAL TREATMENT

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4. TECHNICAL ASSISTANCE.

4.1 Technical Meetings and Assistance. Upon LICENSEE's reasonable advance written request, QUALCOMM shall provide reasonable amounts of technical assistance to LICENSEE on an as available basis and at QUALCOMM's then standard rates for providing such technical assistance. In such event, QUALCOMM shall be permitted to invoice LICENSEE for such charges on a biweekly basis. Payment by LICENSEE with respect to such invoices shall be on a "net-30 day" basis after the date of the invoice. QUALCOMM may terminate such additional technical assistance at any time upon written notice to LICENSEE. This Agreement shall not require QUALCOMM to provide any technical assistance relating to the design of Components or any technical assistance not related to Subscriber Units.

4.2 Limitation on Deliverables. Nothing herein shall require the delivery of any documentation, including but not limited to: (a) any Mask Sets developed by QUALCOMM, (b) any micro-code for embedded processors or (c) any of the detailed algorithms for the Components or the Subscriber Unit or the CDMA Modem Card microprocessor.

4.3 Representations and Limitations on Furnished Information. QUALCOMM shall use reasonable commercial efforts to verify the accuracy of the information furnished by it hereunder, but QUALCOMM shall not be liable for damages arising out of or resulting from anything made available hereunder or the use thereof nor be liable to LICENSEE for consequential, special or incidental damages under any circumstances. The sole obligation of QUALCOMM with respect to such information shall, subject to the other provisions herein or in other written agreements between the Parties, be to furnish it to LICENSEE. QUALCOMM shall have no responsibility for the ability of LICENSEE to use such information, the quality or performance of the products produced therefrom by LICENSEE, or the claims of third parties arising from the use of such products or information. QUALCOMM does not warrant and shall not be responsible for any design, specification, drawing, blueprint, reproduced tracing, or other data or information furnished by it to LICENSEE, except that it shall furnish such in good faith to the best of QUALCOMM's knowledge and ability.

5. QUALCOMM LICENSE.

5.1 Grant of License From QUALCOMM. Subject to the terms and conditions of this Agreement, including but not limited to timely payment of the license fees and royalties set forth herein, QUALCOMM hereby grants to LICENSEE a personal, nontransferable, worldwide and nonexclusive license under QUALCOMM's Intellectual Property solely for Wireless Applications to (a) make (and have made), import and use CDMA Modem Cards (provided such

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CDMA Modem Cards have been designed exclusively by or for LICENSEE and which design is owned and used exclusively by LICENSEE), (b) Sell such CDMA Modem Cards, but only to Unlicensed Customers (i.e., this provision does not grant LICENSEE a license or any rights to directly or indirectly sell such CDMA Modem Cards to a Licensed Customer), (c) to make (and have made) Components (provided such Components have been designed exclusively by LICENSEE and which design is owned and used exclusively by LICENSEE) and import, use and Sell such Components but only if such Components are included as part of and within complete CDMA Modem Cards Sold by LICENSEE in accordance with this Section 5.1 (or as replacement parts for such CDMA Modem Cards previously sold by LICENSEE), and
(d) to make and use (but not to sell, lease, transfer or otherwise dispose of, except as expressly provided in Section 5.2.1 below), solely for research and development purposes, Complete CDMA Telephones that incorporate a CDMA Modem Card designed and developed by LICENSEE. No other, further or different license is hereby granted or implied. Notwithstanding anything in the foregoing, LICENSEE's Sale of CDMA Modem Cards shall not convey to LICENSEE's customers any right or license (express or implied) to any of QUALCOMM's Intellectual Property that is not incorporated or implemented entirely within LICENSEE's CDMA Modem Cards, including with respect to any claim in any QUALCOMM patent covering the use of LICENSEE's CDMA Modem Cards in combination with any other product or apparatus.

5.1.1 Sales to Licensed Customers. Although LICENSEE is not licensed by QUALCOMM hereunder to Sell CDMA Modem Cards to Licensed Customers, nothing in this Agreement shall be construed to prohibit LICENSEE from making or Selling CDMA Modem Cards to a Licensed Customer solely in accordance with the "have made" rights of such Licensed Customer as set forth in such Licensed Customer's LC License Agreement and no royalty shall be payable by LICENSEE hereunder for such Sales. Notwithstanding anything in the foregoing, nothing herein is intended to (a) modify or amend the terms and conditions of any LC License Agreement, including but not limited to the scope of such Licensed Customer's "have made" rights or the royalties payable thereunder or (b) imply that such Licensed Customer may deduct the price or cost of any CDMA Modem Card acquired by such Licensed Customer from the price upon which such Licensed Customer is obligated to compute and pay royalties to QUALCOMM under its LC License Agreement for a Subscriber Unit that incorporates such CDMA Modem Card. LICENSEE hereby represents and warrants that LICENSEE will not engage in any transaction(s) that facilitate the Sale, whether directly or indirectly, of any CDMA Modem Cards to a Licensed Customer, except as expressly provided for in this Section 5.1.1.

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5.1.2 InterDigital's Patents. The license granted by QUALCOMM under
Section 5.1 with respect to InterDigital's Patents is subject to all other limitations set forth in this Agreement that are applicable to all of QUALCOMM's Intellectual Property licensed hereunder and is also subject to the following limitations:

a. No provision set forth herein shall be construed so as to grant any right or license under InterDigital's Included Patents with respect to time division multiple access (TDMA) technology; provided, however, that such limitations shall not in any way limit any of the rights granted under this Agreement to utilize InterDigital's Patents to implement the CDMA (or non-TDMA) aspects of any CDMA Modem Cards, even if such CDMA Modem Cards include TDMA; provided, however, in such case only the non-TDMA use of such CDMA Modem Card will be licensed under InterDigital's Patents. By way of example, if a CDMA Modem Card can operate in both IS-54 (TDMA) and IS-95 (CDMA) modes, the use of such CDMA Modem Card in the IS-54 TDMA mode would not be licensed.

b. With respect to the Non-Qualifying CDMA Modem Cards manufactured and Sold by LICENSEE, the license granted by QUALCOMM under InterDigital's Patents may terminate in accordance with the provisions set forth below:

i. After November 2, 1996. If, at any time after November 2, 1996, LICENSEE (or its Affiliate) initiates a CDMA patent infringement lawsuit against InterDigital or its affiliates (or their customers) asserting that any product manufactured and sold by InterDigital for use in non-IS-95 based wireless applications infringes any patents and LICENSEE (or its Affiliate) does not prevail in such lawsuit, then the license under InterDigital's Patents granted by QUALCOMM to LICENSEE under this Agreement, with respect only to Non-Qualifying CDMA Modem Cards, shall immediately terminate.

ii. CDMA Modem Cards that Contain QUALCOMM's CDMA ASICs. Notwithstanding whether or not the license under InterDigital's Patents terminates as to Non-Qualifying CDMA Modem Cards, as set forth in paragraph b.
i. above, CDMA Modem Cards manufactured and Sold by LICENSEE which do incorporate CDMA ASICs purchased from QUALCOMM will remain licensed under InterDigital's Patents pursuant to Section 5.1.

c. The license under InterDigital's Patents is limited to use in Wireless Applications that spread the CDMA signal over not more than a 10 MHz bandwidth.

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Where noted, certain information has been omitted pursuant to a request for confidential treatment and filed separately with the SEC.

5.2 Royalties. In partial consideration for such license from QUALCOMM, LICENSEE shall pay to QUALCOMM, no later than thirty (30) days after the end of each calendar quarter during the term of the License Agreement, an amount CONFIDENTIAL TREATMENT

Sold by LICENSEE to an Unlicensed Customer during such calendar quarter. Royalties shall be payable on CDMA Modem Cards Sold by LICENSEE to Unlicensed Customers regardless of whether the use or incorporation of QUALCOMM's Intellectual Property arises from the use of one or more Components from whomsoever purchased by LICENSEE. Notwithstanding the foregoing, in no event shall the actual royalty payable for each CDMA Modem Card Sold by LICENSEE to an Unlicensed Customer be an amount that is less than the "Minimum Royalty" described in the following table:

CONFIDENTIAL TREATMENT

QUALCOMM will credit to LICENSEE the amount of any overpayment of royalties made hereunder in error provided that such overpayment is identified and fully explained in a written notice from LICENSEE to QUALCOMM delivered no later than six (6) months after the due date of the payment which included such alleged overpayment, provided further that QUALCOMM is able to verify to its own satisfaction the existence and extent of such overpayment. The foregoing procedure shall constitute the sole basis for LICENSEE to claim overpayments under this Agreement and shall not be affected by any statement appearing on any check, royalty report, cover letter, or other document, except to the extent agreed upon by QUALCOMM in a writing signed by an authorized representative of QUALCOMM.

5.2.1 Prototype Complete CDMA Telephones. LICENSEE may provide a small number of Complete CDMA Telephones that incorporate a LICENSEE CDMA Modem Card to its CDMA Modem Card customers, however, no more than one thousand (1000) of such Complete CDMA Telephones may be provided to any one customer in any one calendar year. In the event that LICENSEE Sells such Complete CDMA Telephones to its customers for consideration other than free of charge, then LICENSEE shall pay to QUALCOMM a royalty on the Net Selling Price of such Complete CDMA Telephones in accordance with the royalty set forth in Section 5.2 hereof. Solely for the purposes of this Section, the definitions of "Selling Price" and "Net

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Where noted, certain information has been omitted pursuant to a request for confidential treatment and filed separately with the SEC.

Selling Price" and Section 5.2 shall be deemed to read as though the term "Complete CDMA Telephone" were substituted for "CDMA Modem Card".

5.2.2 Royalty Rate Discussions. At LICENSEE's reasonable request, and no more than once annually, QUALCOMM agrees to meet or correspond with LICENSEE to consider and discuss LICENSEE's proposals for new CDMA Modem Card product categories, and the financial implications therefore (including royalty rates and minimum royalty structures); provided that QUALCOMM shall have no obligation to amend or modify this Agreement to incorporate any such proposals or to modify or amend the terms of Section 5.2 of this Agreement.

5.3 Right To Sublicense Affiliates. LICENSEE shall have the right to grant sublicenses only to Affiliates of LICENSEE with respect to any rights conferred upon LICENSEE under this Agreement; provided, however, that (i) LICENSEE shall not have the right to grant sublicenses to any Affiliate that is not a wholly-owned subsidiary of LICENSEE without first obtaining QUALCOMM's written approval, which approval shall be at QUALCOMM's sole discretion, and
(ii) any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty and other payment obligations, reports, termination provisions, and other provisions contained in this Agreement. LICENSEE shall also pay or cause its Affiliates to pay the same royalties on all CDMA Modem Cards Sold by its Affiliates as if LICENSEE had Sold such CDMA Modem Cards. LICENSEE shall report to QUALCOMM the Net Selling Price for all CDMA Modem Cards Sold by each such Affiliate. LICENSEE, in addition to its Affiliates, shall be responsible and liable to QUALCOMM in the event that any of its Affiliates fails under any such sublicense to honor and comply with all obligations of LICENSEE as though said obligations were made expressly applicable to the Affiliate. Any sublicense by LICENSEE to an Affiliate of LICENSEE shall terminate immediately if such Affiliate ceases to be an Affiliate of LICENSEE. Except as set forth above, LICENSEE shall have no right to sublicense any of QUALCOMM's Intellectual Property or any of the rights conferred upon LICENSEE under this Agreement.

5.4 Taxes. Any taxes, duties or imposts other than income or profits taxes assessed or imposed upon the sums due hereunder in the United States, shall be borne and discharged by LICENSEE and no part thereof shall be deducted from the amounts payable to QUALCOMM under any clause of this Agreement, said amounts to be net to QUALCOMM, free of any and all deductions. Notwithstanding the foregoing, in the event sums payable under this Agreement (other than the Up-Front License Fees payable under Section 3) become subject to income or profits taxes under the tax laws of any country and applicable treaties between the United States and such country, LICENSEE may, if and to the extent required by law, withhold from each payment the amount of

15

said income or profits taxes due and required to be withheld from each payment. LICENSEE will furnish and make available to QUALCOMM relevant receipts regarding the payment of any country taxes paid over to any country's government on behalf of QUALCOMM. Such tax receipts will clearly indicate the amounts that have been withheld from the gross amounts due to QUALCOMM. Any and all other taxes, levies, charges or fees will be paid by LICENSEE for its own account.

5.5 Conversion to U.S. Dollars. Royalties shall be paid in U.S. dollars. To the extent that the Net Selling Price for CDMA Modem Cards Sold by LICENSEE outside of the United States is paid to LICENSEE other than in U.S. dollars, LICENSEE shall convert the portion of the royalty payable to QUALCOMM from such Net Selling Price into U.S. dollars at the official rate of exchange of the currency of the country from which the Net Selling Price was paid, as quoted by the U.S. Wall Street Journal (or the Chase Manhattan Bank or another agreed-upon source if not quoted in the Wall Street Journal) for the last business day of the calendar quarter in which such CDMA Modem Cards were Sold. If the transfer of or the conversion into U.S. dollars is not lawful or possible, the payment of such part of the royalties as is necessary shall be made by the deposit thereof, in the currency of the country where the sale was made on which the royalty was based to the credit and account of QUALCOMM or its nominee in any commercial bank or trust company of QUALCOMM's choice located in that country, prompt notice of which shall be given by LICENSEE to QUALCOMM.

5.6 Philips Covenant Not to Assert. QUALCOMM hereby represents and warrants that Philips, on behalf of itself and its Affiliates, covenants that Philips and its Affiliates will not assert any of the Philips' CDMA Technically Necessary Patents against LICENSEE's (or, if sublicensed in accordance with
Section 5.3 of this Agreement, LICENSEE's Affiliates') manufacture, use, sale, or importation of Qualifying CDMA Modem Cards solely for Wireless Applications; provided, however, that Philips and/or its Affiliates may assert the Philips' CDMA Technically Necessary Patents against LICENSEE if LICENSEE asserts any of its patents against Philips or its Affiliates and any of their telephone products or if LICENSEE initiates a declaratory judgment action, reexamination proceedings or opposition proceedings challenging the validity of any of the Philips' CDMA Technically Necessary Patents. Nothing in this Section 5.6 shall prohibit, limit or covenant against Philips' rights to assert any of its patents against LICENSEE or its Affiliates for infringement relating to any time division multiple access (TDMA) equipment or system (including, without limitation, GSM, IS-54, PCS-1800, and PCS-1900).

5.7 Ericsson Patents.

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5.7.1 Ericsson Patents Sublicensed. The term "Ericsson's Patents" means all of the following patents which are owned or sublicenseable by Ericsson without payment of any royalty or other consideration to a third party: (a) Ericsson's patents which, but for the sublicenses granted under Section 5.7.2 below, would be infringed by the use of QUALCOMM's Chipset for their intended purposes (the "Ericsson Chipset Patents"), and (b) Ericsson's Essential Patents which are, or are claimed by Ericsson to be, essential to IS-95 Rev A or Rev B, whether or not such Essential Patents are infringed by the use of QUALCOMM's Chipset (the "Other Ericsson Patents"). For example, by incorporating QUALCOMM's existing (as of the Effective Date) Chipset into a CDMA Modem Card Sold by LICENSEE, the Ericsson's Patents sublicensed to LICENSEE would include, but not necessarily be limited to all of the following patents that Ericsson asserted against QUALCOMM in litigation: U.S. Patent Nos. 5,088,108 (RE 36,017), 5,209,528 (RE 36,079), 5,148,485, 5,193,140, 5,230,003, 5,239,557, 5,282,250, 5,327,577 (RE 36,078), 5,390,245, 5,430,760, and 5,551,073, and their foreign counterparts, reissuances, divisionals, continuations and continuations in part.

The term "Essential Patents" means those patents (in any country of the world) as to which it is, or is claimed by the patent owner to be, not possible on technical (but not commercial) grounds, taking into account normal technical practice and the state of the art generally available at the time of adoption or publication of the relevant standard for CDMA Applications, to make, sell, lease, otherwise dispose of, repair, use or operate equipment or methods which comply with such standard without infringing such patent.

5.7.2 Sublicense Under Ericsson's Patents. The following sublicense is granted subject to the terms and conditions of this Agreement (including but not limited to the payment of royalties hereunder in accordance with Section 5.2) and Section 5.7.3 below: With respect only to those CDMA Modem Cards Sold by LICENSEE and its Affiliates that contain QUALCOMM's Chipset, QUALCOMM hereby grants to LICENSEE a sublicense under all of the Ericsson Chipset Patents solely for CDMA Applications and under all of the Other Ericsson Patents solely for IS-95 Related Systems to make (and Have Made), use, sell, offer for sale, lease or otherwise dispose of, and import CDMA Modem Cards into which QUALCOMM's Chipset is incorporated. Notwithstanding the foregoing, no right or sublicense is being granted for or may be extended under patents that apply to the portion of any product that implements an air interface other than CDMA or analog (e.g., no rights and sublicenses are granted for or may be extended under patents that apply to the GSM part of any product).

5.7.3 Non-Assertion Against Ericsson. The sublicense granted to LICENSEE under Section 5.7.2 above shall continue only so long as LICENSEE

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and its Affiliates do not assert, either in litigation or by a direct communication, any Essential Patents for CDMA Applications against Ericsson's CDMA subscriber, infrastructure or test equipment products, or if in the case of such litigation or assertion LICENSEE dismisses such litigation or withdraws such assertion or offers a royalty-free license under such patents within thirty
(30) days after QUALCOMM's receipt of notice from Ericsson of such litigation or communication.

6. LICENSEE'S LICENSE.

6.1 Grant of License from LICENSEE. Subject to the terms and conditions of this Agreement, LICENSEE hereby grants to (a) QUALCOMM a personal, nontransferable, worldwide, nonexclusive, fully-paid and royalty free license under LICENSEE's Intellectual Property to make (and have made), import, use and sell, lease or otherwise dispose of Subscriber Units and CDMA Modem Cards, and
(b) QUALCOMM and a Successor (as defined below) a personal, nontransferable, worldwide, nonexclusive, fully-paid and royalty free license under LICENSEE's Intellectual Property to make (and have made), import, use, sell, lease or otherwise dispose of Components. No other, further or different license is hereby granted or implied. For purposes of this Section 6, a "Successor" means any successor (by purchase, divestiture, merger or otherwise) to all or substantially all of QUALCOMM's Components business.

6.2 Right To Sublicense Affiliates. In addition to Section 6.3, QUALCOMM and the Successor shall have the right to grant sublicenses only to Affiliates of QUALCOMM or the Successor, respectively, with respect to any rights conferred upon QUALCOMM or the Successor under this Agreement; provided, however, that any such sublicense shall be subject in all respects to the restrictions, exceptions, termination provisions, and other provisions contained in this Agreement. QUALCOMM (or the Successor), in addition to its Affiliates, shall be responsible and liable to LICENSEE in the event that any of its Affiliates fails under any such sublicense to honor and comply with all obligations of QUALCOMM (or the Successor) as though said obligations were made expressly applicable to the Affiliate. Except as set forth above, QUALCOMM and the Successor shall have no right to sublicense any of LICENSEE's Intellectual Property. Any sublicense by QUALCOMM or the Successor to an Affiliate of QUALCOMM or the Successor shall terminate immediately if such Affiliate ceases to be an Affiliate of QUALCOMM or the Successor, as the case may be.

6.3 Covenant Not to Assert. LICENSEE hereby covenants that neither it nor its Affiliates will assert any of LICENSEE's or its Affiliates rights in Technically Necessary IPR against any of QUALCOMM's other Subscriber Unit, CDMA Modem Card or ASIC licensees (the "Authorized Licensees") which (a) use any of LICENSEE's Technically Necessary IPR to make, use and sell Subscriber Units, CDMA Modem Cards and/or Components for Wireless

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Applications and (b) have agreed with QUALCOMM to a similar undertaking not to assert claims against LICENSEE and its Affiliates. LICENSEE does not by this
Section 6.3 agree, on behalf of itself or its Affiliates, to waive its rights to assert any of its rights against any Authorized Licensee for using any of LICENSEE's Commercially Necessary IPR. Any Authorized Licensee that has agreed with QUALCOMM to a similar undertaking not to assert claims shall be regarded as a third party beneficiary of this Section 6.3. QUALCOMM will promptly notify LICENSEE of any Authorized Licensees that have agreed to such a similar undertaking.

6.4 License Of Future Commercially Necessary IPR. Each Party agrees that, to the extent it makes licenses of Future Commercially Necessary IPR generally available to third parties, it will, if requested by the other Party, offer such licenses to the other Party on commercially reasonable terms and conditions.

6.5 LICENSEE Representation and Warranty. LICENSEE hereby represents and warrants that LICENSEE has the authority on its own behalf and on behalf of LICENSEE's Affiliates to grant the licenses and covenants provided under this
Section 6.

7. BEST EFFORTS TO MARKET AND SELL.

LICENSEE shall use its best efforts to market, promote and sell CDMA Modem Cards on a worldwide basis.

8. MARKING; LABEL.

8.1 Patent Markings. LICENSEE agrees to affix to the exterior of each CDMA Modem Card and the package containing such CDMA Modem Card a legible notice reading: "Licensed by QUALCOMM Incorporated under one or more of the following Patents," followed by a list of applicable patent numbers taken from the list of QUALCOMM's patents or as may otherwise be instructed by QUALCOMM.

8.2 Logo. Attached hereto as Exhibit A is the CDMA designated logo (the "Logo"). The Parties agree that QUALCOMM is the owner of the Logo. QUALCOMM claims all common law trademarks in the Logo and has filed, or will file, applications to obtain trademark registration for the Logo. If, for whatever reason, registrations are not granted or use of the Logo is deemed by QUALCOMM to be inadvisable, QUALCOMM shall have the right to either designate a new logo, subject to LICENSEE's approval, which approval shall not be unreasonably withheld, or terminate LICENSEE's right to use the Logo, or continue LICENSEE's right to use the Logo under QUALCOMM's common law rights. Until the Logo is properly registered, LICENSEE shall acknowledge

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QUALCOMM's ownership of same by displaying a superscript "TM" to the Logo (e.g., Logo (TM)), or stating that "the Logo is a trademark of QUALCOMM Incorporated.

8.3 Logo Display. Unless otherwise notified by QUALCOMM as set forth in
Section 8.2 above, LICENSEE shall prominently display the Logo on the exterior of each CDMA Modem Card Sold by it. The exact exterior location and size shall be subject to LICENSEE's reasonable discretion, provided that the Logo shall be readable and shall be permanently affixed. The Logo shall be designed to remain visibly displayed on the exterior of the CDMA Modem Card.

8.4 Trademark Limitation. LICENSEE does not hereby acquire, and shall not attempt to acquire, by registration, use or otherwise, the Logo, or any confusingly similar mark, or any other trademark, service mark or trade name of or used by QUALCOMM, or any confusingly similar mark.

9. QUALITY CONTROL.

9.1 General Quality of CDMA Modem Cards. Throughout the term of this Agreement, LICENSEE shall maintain, for the CDMA Modem Cards manufactured or Sold by it, at least the same manufacturing, servicing and quality standards currently utilized by LICENSEE in connection with its analog subscriber units, modem cards or other comparable products.

9.2 Standards Compliance Testing. LICENSEE represents and warrants that the CDMA Modem Cards and Components that it makes or has made will adhere with and conform to, in all respects, the specifications contained in the CAI and that LICENSEE shall comply with the rules, regulations or other requirements set by such authorized standards body. LICENSEE shall, at QUALCOMM's reasonable written request, permit QUALCOMM or entities designated by QUALCOMM and accepted by LICENSEE, which acceptance shall not be unreasonably withheld or delayed, to perform tests of LICENSEE's CDMA Modem Cards to ensure compliance and conformity with the CAI. If such tests indicate material noncompliance or nonconformity therewith, such tests shall be at LICENSEE's cost and LICENSEE shall reimburse QUALCOMM for any such reasonable tests performed by QUALCOMM at QUALCOMM's then standard rates for such services; provided that the total fees for each such test performed shall not exceed $10,000 for each test. Nonconforming CDMA Modem Cards, if any, shall not be sold or marketed by LICENSEE until the nonconformity is corrected.

10. INFORMATION.

10.1 Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form

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recorded that a Party does not wish to disclose without restriction ("Information") shall remain the property of the furnishing Party and may be used by the receiving Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, and (c) shall be disclosed only to employees or agents of a Party with a need to know. Moreover, such Information shall be used by the receiving Party only for the purpose of performing under this Agreement or in the exercise of its rights it may receive under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Party. The receiving Party may disclose such Information to other persons, upon the furnishing Party's prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally known to the public without breach of this Agreement by the receiving Party; or
(iii) which at the time of disclosure to the receiving Party was known to such Party free of restriction and clearly evidenced by documentation in such Party's possession; or (iv) which the disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such receiving Party shall first notify the furnishing Party in writing of the demand or order and permit and cooperate with the furnishing party in seeking an appropriate protective order (or an equivalent mechanism for protecting such Information in the relevant jurisdictions).

10.2 Scope of Information. Information is subject to this Section 10 whether delivered orally or in tangible form and without regard to whether it has been identified or marked as confidential or otherwise subject to this
Section 10. Each Party agrees to use its best efforts to mark or otherwise identify proprietary all Information they desire to be subject to the terms of this clause before furnishing it to the other Party. And, upon request, a Party shall promptly identify whether specified information must be held by the requesting Party subject to this clause.

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10.3 Furnishing Information to Third Parties. Nothing herein shall be deemed to bar disclosure of Information by a receiving Party to third parties, with written consent of the furnishing Party, if such disclosure is reasonably necessary for enjoyment of the disclosing Party's rights to use Intellectual Property Rights licensed under this Agreement, and provided that each such third party agrees in writing to protect the Information under terms and conditions comparable, in all material respects, to the terms contained in this Section 10 and Section 18 with respect to survivability.

11. DISCLAIMER/LIMITATION OF LIABILITY.

11.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, QUALCOMM MAKES NO WARRANTIES IN THIS AGREEMENT AS TO PRODUCTS, TECHNOLOGY, MATERIALS, SERVICES, INFORMATION OR OTHER ITEMS IT FURNISHES TO LICENSEE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH ITEMS ARE FREE FROM THE RIGHTFUL CLAIM OF ANY THIRD PARTY, BY WAY OF INFRINGEMENT OR THE LIKE.

QUALCOMM SHALL NOT BE LIABLE TO LICENSEE FOR ANY INCIDENTAL, CONSEQUENTIAL OR ANY OTHER INDIRECT LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT OR ANY RESULTING OBLIGATION OR THE USE OF ANY INTELLECTUAL PROPERTY RECEIVED HEREUNDER, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, FOR TORT, OR ANY OTHER CAUSE OF ACTION. LICENSEE SHALL BE PERMITTED TO ENJOIN THE UNAUTHORIZED USE BY QUALCOMM OF ANY OF LICENSEE'S INFORMATION.

11.2 Negation of Representation and Warranties. Except as expressly provided herein, nothing contained in this Agreement shall be construed as (a) requiring the filing of any patent application, the securing of any patent or the maintaining of any patent in force; (b) a warranty or representation by either Party as to the validity or scope of any patent, copyright or other intellectual property right; (c) a warranty or representation that any manufacture, sale, lease, use or importation will be free from infringement of patents, copyrights or other intellectual property rights of others, and it shall be the sole responsibility of LICENSEE to make such determination as is necessary with respect to the acquisition of licenses under patents and other intellectual property of third parties; (d) an agreement to bring or prosecute actions or suits against third parties for infringement; (e) an obligation to furnish any manufacturing assistance; or (f) conferring any right to use, in advertising, publicity or otherwise, any name, trade name or trademark, or any contraction, abbreviation or simulation thereof (other than as set forth in
Section 8).

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12. INDEMNITY FOR DAMAGE TO PERSONS, PROPERTY OR BUSINESS.

12.1 Indemnification by LICENSEE. LICENSEE shall indemnify, defend and hold QUALCOMM harmless from, any and all claims, judgments, liabilities, costs and expenses (including attorneys' fees) arising out of or related, directly or indirectly, to any injury, loss or damage to persons, property or business arising from, relating to, or in any way connected with, any CDMA Modem Cards or Components which LICENSEE or its Affiliates manufactures or has manufactured and sells to a third party or an Affiliate. LICENSEE agrees to indemnify and hold harmless QUALCOMM against all liability or responsibility to LICENSEE or to others for any failure in production, design, operation or otherwise of products manufactured by or on behalf of LICENSEE and Sold to third parties.

12.2 Indemnification by QUALCOMM. QUALCOMM shall indemnify, defend and hold LICENSEE harmless from, any and all claims, judgments, liabilities, costs and expenses (including attorneys' fees) arising out of or related, directly or indirectly, to any injury, loss or damage to persons, property or business arising from, relating to, or in any way connected with, any Subscriber Units, CDMA Modem Cards or Components which QUALCOMM manufactures or has manufactured and sells to a third party or an Affiliate. QUALCOMM agrees to indemnify and hold harmless LICENSEE against all liability or responsibility to QUALCOMM or to others for any failure in production, design, operation or otherwise of products manufactured by or on behalf of QUALCOMM and Sold to third parties.

12.3 Notice, Defense and Cooperation. The party seeking indemnification under Section 12.1 or 12.2 above shall provide the indemnifying party with prompt notice of any claim within such provisions, shall give the indemnifying party the full right to defend any such claim and shall cooperate fully in such defense.

13. TERMINATION.

13.1 Termination For Cause by QUALCOMM. QUALCOMM may terminate this Agreement, by written notice to LICENSEE, if LICENSEE shall at any time default in the payment hereunder or the making of any report hereunder, or shall commit any material breach of any covenant, representation, warranty or agreement herein contained, or shall make any false report to QUALCOMM; provided, however, that in the case of any such breach which is capable of being cured, QUALCOMM shall not have a right to terminate this Agreement for cause unless and until LICENSEE shall have failed to remedy any such default, breach or report within thirty (30) days after written notice thereof by QUALCOMM. LICENSEE shall be able to effectuate such cure with respect to a default in the making of any report or payment of any amounts due hereunder

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no more than three times during the term of this Agreement. Upon termination of this Agreement for cause, LICENSEE shall duly account to QUALCOMM for all royalties and other payments within ten days of such termination.

13.2 Termination For Cause by LICENSEE. LICENSEE may terminate this Agreement, by written notice to QUALCOMM, if QUALCOMM shall commit any material breach of any material covenant, representation, warranty or agreement herein contained; provided, however, that in the case of any such breach which is capable of being cured, LICENSEE shall not have a right to terminate this Agreement for cause unless and until QUALCOMM shall have failed to remedy any such material breach within thirty (30) days after receipt by QUALCOMM of written notice thereof by LICENSEE.

13.3 Bankruptcy, Dissolution or Liquidation. A Party shall provide written notice (the "Notice") to the other Party immediately upon the occurrence of any of the following events (the "Events"): (a) insolvency, bankruptcy or liquidation or filing of any application therefor, or other commitment of an affirmative act of insolvency; (b) attachment, execution or seizure of substantially all of the assets or filing of any application therefore; (c) assignment or transfer of that portion of the business to which this Agreement pertains to a trustee for the benefit of creditors; (d) disposition, by sale or assignment of all of its rights, of that portion of the business or the material assets to which this Agreement pertains or of the majority of the equity or voting stock of LICENSEE in violation of Section 15 of this Agreement; or (e) termination of its business or dissolution. Either Party shall also have the right to terminate this Agreement with immediate effect by giving written notice of termination to the other Party at any time upon or before the later of (i) sixty (60) days after the occurrence of any of the Events with respect to such other Party (unless such event ceases within such period), or (ii) sixty (60) days after receipt of the Notice (unless such event ceases within such period).

13.4 Termination in the Event of Litigation. QUALCOMM at its option may terminate the license from QUALCOMM to LICENSEE in the event that LICENSEE initiates any litigation against QUALCOMM or its Affiliates which includes any claim for intellectual property infringement and LICENSEE does not prevail on all such intellectual property infringement claims.

13.5 Rights Upon Termination. Upon any termination of this Agreement all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE shall immediately cease using any of QUALCOMM's Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE's Intellectual Property has expired; except that,

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upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE's Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on CDMA Modem Cards Sold on or prior to the date of such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those CDMA Modem Cards in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such CDMA Modem Cards and continued compliance with the other provisions of this Agreement.

14. RECORDS AND AUDITS.

14.1 Records. LICENSEE shall keep accurate and complete books and records concerning any CDMA Modem Cards it may sell under this Agreement. As applicable, such books and records shall include the date of transaction involving sales of CDMA Modem Cards, including the number of items Sold. LICENSEE shall require in its agreements with sublicensees that each sublicensee agree to record keeping and audits substantially the same as described in this Section 14. LICENSEE hereby agrees to conduct periodic audits of its sublicensees as requested by QUALCOMM. The results of such audits (together with all supporting information) shall be included in the records described herein and subject to audit by QUALCOMM as provided in this Section. QUALCOMM shall be an intended third party beneficiary of LICENSEE's rights of audit with respect to its sublicensees, with all proper authority to enforce such rights directly against any such sublicensee. LICENSEE's agreements with its sublicensees shall expressly state these third party beneficiary rights. LICENSEE shall furnish QUALCOMM within thirty (30) days after the end of each calendar quarter a certificate, in the form attached hereto as Exhibit B, signed by a responsible official of LICENSEE showing the transactions and corresponding amounts during said calendar quarter and any other information as may be reasonably requested by QUALCOMM.

14.2 Audits. QUALCOMM may, no more than once each calendar year, conduct (itself and/or through its agent) an audit on reasonable notice of LICENSEE's applicable books and records to confirm that LICENSEE has not underpaid the royalties due to QUALCOMM in fulfilling LICENSEE's

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obligations under the terms and conditions set forth in Section 5.2 above. QUALCOMM's written notice to LICENSEE of QUALCOMM's intention to audit LICENSEE's books and records shall include a proposed commencement date for such audit, such proposed commencement date to be no earlier than thirty (30) days after the date of such notice. LICENSEE agrees to allow the audit to commence no later than thirty (30) days after QUALCOMM's proposed audit commencement date. LICENSEE further agrees to have assembled in a single location the necessary books and records for such audit to be carried out and shall make available such personnel as are reasonably necessary to interpret and explain such books and records. The cost of such audit shall be borne by QUALCOMM, other than LICENSEE's cost of providing its books, records and personnel, unless such audit determines that the LICENSEE has underpaid the royalties due hereunder by the lesser of (a) more than five percent (5%) or (b) one hundred thousand dollars (US$100,000); in which case, LICENSEE shall, in addition to paying the deficiency plus late payment charges, pay the cost of such audit. LICENSEE shall preserve and maintain all such books and records required for audit for a period of five (5) years after the calendar quarter for which the books and records apply.

15. ASSIGNMENT.

Except as provided in this clause, LICENSEE shall not assign this Agreement or any right or interest under this Agreement, nor delegate any work or obligation to be performed under this Agreement (an "assignment"), without QUALCOMM's prior written consent, which consent shall be at QUALCOMM's sole discretion. Any attempted assignment in contravention of this Section 15 shall be void and ineffective. For purposes of this Agreement, an "assignment" by LICENSEE under this Section shall be deemed to include, without limitation, the following: (a) a change in the beneficial ownership of LICENSEE of greater than fifty percent (50%) (whether in a single transaction or a series of related transactions) if LICENSEE is a partnership, trust, limited liability company or other like entity; (b) the acquisition of more than fifty percent (50%) of any class of LICENSEE's voting stock (or any class of non-voting security convertible into voting stock) by a third party (whether in a single transaction or series of related transactions) resulting in an effective change of control of LICENSEE; or (c) the sale of more than fifty percent (50%) of LICENSEE's assets (whether in a single transaction or series of related transactions).

16. COMPLIANCE WITH U.S. REGULATIONS.

Nothing contained in this Agreement shall require or permit LICENSEE or QUALCOMM to do any act inconsistent with the requirements of (a) the regulations of the United States Department of Commerce, or (b) the foreign assets controls or foreign transactions controls regulations of the United States Treasury Department, or (c) of any similar United States law, regulation or

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executive order as the same may be in effect from time to time. To enable QUALCOMM to export QUALCOMM's Intellectual Property or technical data to LICENSEE in compliance with the requirements of the Export Administration Regulations (EAR), LICENSEE hereby gives its assurance to QUALCOMM that LICENSEE will not re-export or otherwise disclose, directly or indirectly, any of QUALCOMM's Intellectual Property or "technical data" received from QUALCOMM, nor allow the direct product thereof to be shipped directly or indirectly to any of the following countries; unless permitted by U.S. law in effect at the time of such export:

Albania                  Libya
Afghanistan              Lithuania
Angola
Armenia                  Macau
Azerbaijan               Moldova
Belarus                  Mongolia
Bulgaria                 North Korea
Cambodia                 People's Republic Of China
Cuba                     Romania
Estonia                  Russia
Georgia                  Sudan
Iran                     Syria
Iraq                     Tajikistan
Kazakhstan               Turkmenistan
Kyrgystan                Ukraine
Laos                     Uzbekistan
Latvia                   Vietnam

LICENSEE agrees that no products, proprietary data, know-how, software, or other information received from QUALCOMM will be directly employed in missile technology, sensitive nuclear, or chemical biological weapons end uses or by such end users. The foregoing obligations are U.S. legal requirements, and therefore, such obligations shall survive any termination of this Agreement.

17. PUBLICITY.

Each Party shall submit to the other proposed copy of all advertising wherein the name, trademark, code, specification or service mark of the other Party is mentioned; and neither Party shall publish or use such advertising without the other's prior written approval. Such approval shall be granted or withheld as promptly as possible (usually within ten (10) days), and may be withheld only for good cause.

18. SURVIVAL OF OBLIGATIONS.

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The Parties' rights and obligations which, by their nature, would continue beyond the termination, cancellation, or expiration of this Agreement, including but not limited to those rights and obligations of the parties set forth in
Section 10 entitled "INFORMATION," shall survive such termination, cancellation, or expiration.

19. SEVERABILITY.

If any provision in this Agreement shall be held to be invalid or unenforceable, the remaining portions shall remain in effect. In the event such invalid or unenforceable provision is considered an essential element of this Agreement, the Parties shall promptly negotiate a replacement provision.

20. NON-WAIVER.

No waiver of the terms and conditions of this Agreement, or the failure of either Party strictly to enforce any such term or condition on one or more occasions shall be construed as a waiver of the same or of any other term or condition of this Agreement on any other occasion.

21. NOTICES.

All notices, requests, demands, consents, agreements and other communications required or permitted to be given under this Agreement shall be in writing and shall be mailed to the Party to whom notice is to be given, by facsimile, and confirmed by first class mail, postage prepaid, and properly addressed as follow (in which case such notice shall be deemed to have been duly given on the day the notice is first received by the Party):

QUALCOMM Incorporated                          Techfaith Wireless Communication
5775 Morehouse Drive                           Technology Limited
San Diego, CA 92121-1714                       5/F M7 East
                                               No. 1 Jiu Xian Qiao Dong Road
                                               Chao Yang District,
                                               Beijing, China, P.C #100016

Facsimile No.: (858) 658-2500                  Facsimile No.: (8610) 8457 4122
Telephone No.: (858) 587-1121                  Telephone No.: (8610) 6433 5588
Attn: President                                Attn: Dong Defu, Chairman

      with a copy to:                                            General Counsel

The above addresses can be changed by providing notice to the other Party in accordance with this Section.

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22. PUBLICATION OF AGREEMENT.

Except as may otherwise be required by law or as reasonably necessary for performance hereunder, each Party shall keep this Agreement and its provisions confidential, and shall not disclose this Agreement or its provisions without first obtaining the written consent of the other Party, which consent shall not be unreasonably withheld. The confidentiality obligations hereunder do not apply to the existence of this Agreement or the fact that QUALCOMM and LICENSEE have executed this Agreement, but do apply to the terms and conditions of this Agreement. Any press release or other announcement by either Party concerning the entering into of this Agreement shall be subject to the prior written approval of other Party, which approval shall not be unreasonably withheld. In case a press release or other public announcement to the effect of the Parties' entering into of this Agreement is issued by either Party pursuant to the preceding sentence, (i) QUALCOMM may thereafter make a press release or other public announcement to the effect that LICENSEE is one of QUALCOMM's licensees for CDMA Modem Cards without prior written approval of LICENSEE and (ii) LICENSEE may thereafter make a press release or other public announcement to the effect that LICENSEE is licensed by QUALCOMM for CDMA Modem Cards without prior written approval of QUALCOMM. Notwithstanding anything to the contrary herein, QUALCOMM may identify LICENSEE on its public web site and other public documents as a QUALCOMM CDMA Modem Card Licensee or authorized supplier.

23. APPLICABLE LAW; VENUE.

This Agreement is made and entered into in the State of California and shall be governed by and construed and enforced in accordance with the laws of the State of California without regard to conflict of laws principles. Any dispute, claim or controversy arising out of or relating to this Agreement, or the breach or validity hereof, except for those disputes expressly addressed in
Section 24 hereof, shall be adjudicated only by a court of competent jurisdiction in the county of San Diego, State of California.

24. DISPUTES RELATING TO FOREIGN PATENTS.

Any controversy, claim or dispute (separately or collectively, the "Dispute") as to whether a product manufactured and/or sold by LICENSEE outside the United States would, but for the license granted hereunder, infringe any foreign patent of QUALCOMM licensed hereunder and therefore is subject to royalties hereunder, shall be resolved in accordance with the procedures specified in this Section 24 which shall be the sole and exclusive procedures for the resolution of any such Dispute.

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The Parties will attempt in good faith to resolve promptly any Dispute by negotiations between senior executives of the Parties who have the authority to settle the Dispute. If the Dispute is not resolved within thirty (30) days of a party's written request for negotiation, either party may initiate arbitration as hereinafter provided.

A Party desiring to commence arbitration shall provide written notice to the other Party setting forth the Dispute(s) to be arbitrated. Within ten (10) days of receipt of such written notice, the Parties will attempt in good faith to reach agreement on an impartial arbitrator having as nearly as practicable the following qualifications in order of importance: (1) at least ten years experience in patent litigation, including substantial participation in at least two patent trials, and/or ten years experience in patent prosecution in the telecommunications field and/or at least three years experience as a Federal Court of Appeals or District Court Judge, (2) expertise in the field of digital spread spectrum communications as applied to the telecommunications industry, and (3) some familiarity with the patent laws of the country or countries at issue in the Dispute. In the event the Parties are unable to agree upon an arbitrator within thirty (30) days of the above written notice, the arbitrator shall be selected by Judicial Arbitration and Mediation Service/Endispute, Inc. (or some similar company if the Judicial Arbitration and Mediation Service/Endispute, Inc. is not available). The selected arbitrator shall be impartial and shall have, as nearly as practicable, the qualifications set forth above. The Parties will share equally the fees and expenses of the arbitrator.

The arbitration hearing shall commence in San Diego within 60 days of the appointment of the arbitrator. The Parties shall be entitled to conduct discovery prior to the arbitration hearing in accordance with the Federal Rules of Civil Procedure, subject to any limitations ordered by the arbitrator.

The arbitration hearing shall be conducted in accordance with the Federal Rules of Civil Procedure and the Federal Rules of Evidence or such other procedures and rules set by the arbitrator. The arbitrator shall be authorized and empowered only to rule as to whether products manufactured and/or Sold by LICENSEE in a foreign country or countries would, but for the license granted hereunder, infringe any claim of the applicable foreign patent(s) of QUALCOMM, and if so, the amount of the royalties owed by LICENSEE as to such product(s) under Section 5.2 of this Agreement. The arbitrator shall award attorneys' fees and costs to the prevailing Party. The arbitrator shall have no authority to determine whether or not any product(s) of LICENSEE imported into or manufactured and/or Sold in the United States is subject to the payment of royalties under this Agreement or to determine any other issue except those expressly set forth above. The arbitrator shall have no authority to make any finding or award as to the validity or enforceability of any patent.

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Where noted, certain information has been omitted pursuant to a request for confidential treatment and filed separately with the SEC.

The final award of the arbitrator shall be rendered in writing and signed by the arbitrator. The final award shall be entered within thirty (30) days of the commencement of the arbitration hearing. Each Party agrees to abide by the arbitration award, and to the enforcement of the arbitration award in the United States. Each Party further agrees that judgment may be entered upon the award in any court of competent jurisdiction in the United States.

25. LATE CHARGE.

Each Party may charge the other a late charge, with respect to any amounts that the other owes hereunder and fails to pay on or before the due date, in an amount equal to the lesser of CONFIDENTIAL TREATMENT. The Parties agree that such late charges are administrative in nature and are intended to defray each Party's costs in processing and handling late payments.

26. ATTORNEYS' FEES.

In the event of any proceeding to enforce the provisions of this Agreement, the prevailing Party (as determined by the court) shall be entitled to reasonable attorneys' fees as fixed by the court.

27. ENTIRE AGREEMENT.

The terms and conditions contained in this Agreement supersede all prior and contemporaneous oral or written understandings between the Parties with respect to the subject matter thereof and constitute the entire agreement of the Parties with respect to such subject matter. Such terms and conditions shall not be modified or amended except by a writing signed by authorized representatives of both Parties.

28. INDEPENDENT CONTRACTORS.

The relationship between QUALCOMM and LICENSEE is that of independent contractors. QUALCOMM and LICENSEE are not joint venturers, partners, principal and agent, master and servant, employer or employee, and have no other relationship other than independent contracting parties.

29. U.S. DOLLARS.

All payments to be made hereunder shall be made in dollars of the United States of America by wire-transfer and at a bank to be designated by the payee.

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EXHIBIT

30. FORCE MAJEURE

Neither Party shall be in default or liable for any loss or damage resulting from delays in performance or from failure to perform or comply with terms of this Agreement (other than the obligation to make payments, which shall not be affected by this provision) due to any causes beyond its reasonable control, which causes include but are not limited to Acts of God or the public enemy; riots and insurrections; war; fire; strikes and other labor difficulties (whether or not the Party is in a position to concede to such demands); embargoes; judicial action; lack of or inability to obtain export permits or approvals, necessary labor, materials, energy, components or machinery; and acts of civil or military authorities.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date. This Agreement may be signed in counterpart.

QUALCOMM Incorporated                           Techfaith Wireless Communication
                                                Technology Limited

BY: /s/ Greg R. Cobb                            BY: /s/ Dong Defu
    ----------------                              -------------------------
    GREG R. COBB
                                                TITLE: Director

TITLE: VP/ASST. GM

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EXHIBIT A

For Second Generation Products (IS-95A/B)

CDMA BY
QUALCOMM

For Third Generation CDMA Products (Cdma2000 1xRTT, IxEV, 3x)

QUALCOMM(R)
3G CDMA


EXHIBIT B

Royalty Certificate

(To Be Supplied by QUALCOMM)


EXHIBIT 99.3

CONTRACT FOR THE ESTABLISHMENT OF FOREIGN CAPITAL COMPANY

ARTICLE 1
GENERAL PRINCIPLE

In accordance with the stipulations of "The Law of the People's Republic of China on Foreign-Capital Enterprises", "The Regulations for the Implementation of the law of the People's Republic of China on Foreign-Capital Enterprises and other related laws and rules (hereinafter collectively referred to as the "Foreign-Capital Enterprises Law"), and on the basis of equality and mutual benefit, Techfaith Holdings Limited and NEC Corporation agree to establish a wholly foreign owned enterprise with joint investments pursuant to the terms and conditions contained in this Contract.

ARTICLE 2
PARTIES OF THE COMPANY

2.1 The names and legal addresses of the parties to this Contract are as follows:

TECHFAITH HOLDINGS LIMITED (hereinafter referred to as "Party A"), a company duly organized and validly existing under the laws of British Virgin Islands and hold the effective business license (license number:

551631)

Registered address:   Rm. 1909, 19/F, Hutchison House, 10 Harcourt Rd.,
                      Central, Hong Kong

Legal Representative: Dong Defu

Title:                Chairman

Nationality:          The People's Republic of China

NEC CORPORATION (hereinafter referred to as "party B"), a company duly organized and validly existing under the laws of Japan.

Registered address:   7-1, Shiba 5-chome, Minato-ku, Tokyo 108-8001,
                      Japan

Legal Representative: Kanasugi Akinobu

Title:                President

Nationality:          Japan

Party A and Party B are hereinafter referred to as "Party" respectively and "Parties" collectively.

2.2 Each of Parties hereby represents and warrants to the other Party that:

(a) It is a validly existing enterprise legal person of its country, in good standing under the laws of its country, and has full power and right to conduct its business within the scope of its articles of association or similar corporate constituent

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documents;

(b) It has the authority to enter into and perform this Contract;

(c) It has taken all requisite actions to authorize the execution of this Contract, this Contract will constitute a valid and binding contract, and the other party shall have the right to require it to perform it in accordance with its terms; and

(d) The execution and performance of this Contract will not violate any commitment or obligation that it has made or assumed contractually or otherwise, or any law or regulation.

ARTICLE 3
FOUNDING OF THE COMPANY

3.1 In accordance with the Foreign-Capital Enterprises Law and other related laws, both Party A and Party B agree to establish a wholly foreign owned enterprise with limited liability (hereinafter referred to as the "Company") in Beijing, the People's Republic of China (hereinafter referred to as the "PRC").

3.2 The Chinese name of the Company: [CHINESE CHARECTERS] The English name of the Company: To be agreed upon by Parties based on Chinese name.
The Registered Address of the Company: 4/F M8 West No.1 Jiu Xian Qiao Dong Road, Chao Yang District. Beijing, China. 100016.

If there is any problem in connection with registration of the name of the Company in Chinese and/or English, Parties shall discuss and adopt another name that can be registered, and shall cause the directors of the Company appointed by them to vote for the adoption of such name.

3.3 The Company is a legal person in the PRC and is subject to the jurisdiction and protection of the laws, decrees, ordinances and pertinent rules and regulations of the PRC. All its activities shall be governed by the laws, decrees, ordinances and other related regulations and rules of the PRC.

3.4 The Company shall take the form as a Limited Liability Company. The liability of each Party with respect to the Company shall be limited to the amount of its respective capital contributions to the registered capital of the Company set forth in Article 6.2 (hereinafter referred to as the "Registered Capital").

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3.5 Neither Party shall have any liability (i) in excess of an amount of its contribution to the registered capital of the Company or (ii) of any sort whatsoever for the debts or obligations of the Company to any third party creditors of the Company. Thus creditors of the Company (including taxation and other authorities) shall look only to the assets of the Company for payment. Subject to the limitations described above and other terms and conditions contained herein, the profits and losses of the Company shall be shared by Party A and Party B in proportion to their respective capital contributions to the Registered Capital of the Company.

3.6 All legal and administrative details in connection with the establishment of the Company shall be carried out by Party A in consultation with Party B.

3.7 Party A shall advance all necessary fees and expenses for the establishment of the Company set forth in Article 3.6, and shall be reimbursed for the amount so advanced from funds of the Company, provided, however, that Party A shall inform Party B and the Company in writing in a timely manner of the amount so advanced together with appropriate evidence.

3.8 The establishment of the Company shall be subject to examination and approval by Beijing Municipal Committee of Foreign Trade and Economic Cooperation (hereinafter referred to as the "Approval Authority"), and registration by Beijing Municipal Administration for Industry and Commerce (hereinafter referred to as the "Registration Authority"). The date of issuance of the business license for the Company from the Registration Authority shall be regarded as the date of establishment of the Company thereinafter referred to as the "Establishment Date").

3.9 Immediately after the Establishment Date, Party A shall send a copy of such business license to Party B with an English translation.

ARTICLE 4
OBJECTIVES OF THE COMPANY

Parties acknowledge that the purpose of establishment of the Company is to cause the Company to engage in the business on the principles of the maximizing profit, and to cause the Company to serve as a modernized enterprise with the capacity to develop certain technologies regarding mobile terminal products primarily for party B. Parties contemplates that the Company will be engaged in development of technologies for 2.5G mobile terminal products to be marketed in the PRC, and those for 3G mobile terminal products to be marketed worldwide.

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ARTICLE 5
BUSINESS SCOPE OF THE COMPANY

5.1 The business scope of the Company shall be:

(a) to engage in developing technology and performing design works in connection with the mobile terminal communication equipment; and

(b) to be engaged in other activities adopted by the board of directors of the Company (hereinafter referred to as the "Board of Directors") pursuant to Article 8.4.

5.2 Unless otherwise specifically agreed upon by Parties in accordance with this Contract and approved by the Approval Authority, the Company shall not perform any business other than those listed in Article 5.1.

ARTICLE 6
REGISTERED CAPITAL AND TOTAL INVESTMENT

6.1 The total investment amount of the Company is fifty million Renminbi (RMB50,000,000).

6.2 The Registered Capital of the Company shall be fifty million Renminbi (RMB50,000,000).

Each Party shall subscribe for and make contribution in cash to the Registered Capital of the Company as follows:

PARTY A: thirty five million Renminbi (RMB35,000,000), accounting for seventy percent (70%) of the Registered Capital of the Company.

PARTY B: fifteen million Renminbi (RMB15,000,000), accounting for thirty percent (30%) of the Registered Capital of the Company.

Party A shall make cash contributions in Renminbi and Party B shall make cash contributions in US dollars. The exchange rate for conversion between Renminbi and US Dollars for determining Party B's cash contributions shall be RMB8.2780 per US Dollar.

6.3 Each Party shall contribute its entire amount of contribution to the Registered Capital within thirty (30) days after the Establishment date, provided, however, that each Party shall have no obligation to make its contributions to the Registered Capital if, prior to the completion of such contributions, (a) the other Party has committed a

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material breach relating to the establishment of the Company hereunder, or
(b) any of the force majeure set forth in Article 21 has occurred and remains.

6.4 If either Party fails to make its contributions to the Registered Capital as required in Articles 6.2 and 6.3, it shall be subject to the liability provided in Article 14.1.

6.5 Within fourteen (14) days after each payment of the contributions pursuant to Article 6.2, the Company shall, at its cost, cause an accountant registered in the PRC to verify such payment and issue an investment verification report, and shall submit such report to the Approval Authority. In addition, without delay upon such payment, the Company shall send Parties an original of investment certificate and a copy of such report. The investment certificate, in which total investment paid by then by each Party shall be indicated, shall be signed by the chairman of the Board of Directors. If an investment certificate is defaced, lost, stolen or destroyed, the Company shall, upon request, reissue such investment certificate specifying the reasons.

6.6 During the term of corporate existence of the Company, the Company may increase its Registered Capital in the event (a) the Board of Directors approves such increase pursuant to Article 8.4, and (b) the relevant approval is obtained from the Approval Authority in accordance with the Foreign-Capital Enterprises Law.

6.7.1 During the term of the corporate existence of the Company, neither Party may transfer or otherwise dispose of all or any portion of its interest in the Registered Capital to any third party without the prior written consent of the other Party and the approval by the Approval Authority.

6.7.2 Notwithstanding Article 6.7.1, if at any time either Party desires to transfer all or any portion of its interest in the Registered Capital (hereinafter referred to as the "Proposing Transferor"), such interest shall be first offered to the other Party (hereinafter referred to as the "First Refusal Party ") by way of a written notification (hereinafter referred to as the "Transfer Notice"). The Transfer Notice shall be sent to the First Refusal Party pursuant to Article 26.4, enclosing a copy of the offer that the Proposing Transferor (i) intends to submit to a third party or (ii) has received in good faith from a third party and wishes to accept, and stating (a) its wish to make such transfer, (b) the interest it wishes to transfer, (c) the price (including the terms and conditions thereof) of such interest and (d) the identity of such third party.

6.7.3 Upon receipt of me Transfer Notice, the First Refusal Party shall have the right of first refusal to purchase all or portion of such interest at the Transfer Price. This right of first refusal shall be exercised within twenty (20) days from receipt of the Transfer Notice.

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For the purpose of this Article 6.7.3, the "Transfer Price" shall be equal to the amount of one hundred twenty percent (120%) of the net assets of the Company times the ratio of the Proposing Transferor's interest in the Registered Capital to be transferred. In such event, the value of the net assets of the Company shall be the book value of the net assets of the Company as of the end of the month immediately preceding the issuance of the relevant Transfer Notice, which shall be audited by an independent public certified accountant selected by both Parties.

6.7.4 If the above-referred right of first refusal is not exercised within the twenty (20) day period or if there is a remainder after exercise of the right of first refusal, the Proposing Transferor shall have the right, exercisable after the expiry of the twenty (20) day period or the receipt of the offer to purchase part of the interest from the First Refusal Party as the case may be, to transfer the interest or the unsold portion of the interest to the third party identified in the Transfer Notice at the price and on terms and conditions not more favorable to such third party than those contained in the Transfer Notice.

6.7.5 In case of a transfer of all or any portion of the interest owned by the Proposing Transferor to a third party identified in the Transfer Notice pursuant to Article 6.7.2, the Proposing Transferor shall cause such third party to submit to the First Refusal Party a written commitment signed by an authorized representative of such third party to assume any and all obligations of the Proposing Transferor under this Contract and the Articles of Association.

6.7.6 Any purported transfer of all or any portion of the interest in the Registered Capital by either Party which is not in accordance with the provisions of Article 6.7 shall be null and void and of no effect whatsoever. In case that an agreement on the transfer of the interest owned by either Party shall be reached in compliance with this Contract, Parties agree to cause all the directors of the Company appointed by them respectively to vote for such transfer. The Company shall apply for approval of such transfer to the Approval Authority in accordance with the Foreign-Capital Enterprises Law and shall use its best efforts to secure such approval. Party A shall assist the Company in applying for and securing such approval.

6.7.7 Upon any transfer by either Party of all or any portion of its interest in the Registered Capital pursuant to Article 6.7, the Proposing Transferor shall turn in to the Company for cancellation its investment certificate issued by the Company, and the Company shall issue in its place a new investment certificate or certificates, as appropriate.

6.7.8 In the event that any transfer by either Party of all of its interest in the Registered Capital is effected in accordance with Article 6.7, the Proposing Transferor shall immediately cause all the directors of the Board of Directors appointed by it and the General Manager and Deputy Managers of the Company directly and indirectly nominated by it, if any,to resign from their posts in the Company.

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6.7.9 Notwithstanding the foregoing, Party B hereby explicitly and irrevocably waives its right of first refusal as stipulated in Article 6.7.2 and 6.7.3 above in case of the assignment of all of Party A's interest in the Registered Capital of the Company to Party A's parent company if:

(1) Such parent company is established within two (2) years after the Establishment Date for the purpose of initial public offering of the stock of such parent company;

(2) Such parent company has one hundred percent (100%) ownership of voting stock issued by Party A;

(3) Such parent company, in advance, submits to Party B a written commitment signed by an authorized representative of such parent company to assume any and all obligations of Party A under this Contract and the Articles of Association; and

(4) Mr. Dong Defu, a citizen of the PRC with the ID number of 220224197107242611 and having his residential address at 3.4 309C area, Wang Jing Xin Cheng, Chao Yang District, Beijing 10120, the PRC, in advance, submits to Party B a written commitment, in a form and substance, similar to the contract signed by him for the establishment of the Company.

In such event, Party B further agrees to cause the director of the Board of Directors they appointed to vote in favor of such transfer.

In addition, in case Party A desires to transfer all or any portion of its interest in the Registered Capital to Affiliates, upon appropriate information to be provided by Party A and with the evidence of harmless to Party B's business, Party B shall negotiate with Party A in good faith for waiver of its right of first refusal as stipulated in Article 6.7.2 and
6.7.3. For the purpose of this paragraph, "Affiliate" means a legal entity that directly or indirectly through one or more intermediaries, controls, is controlled by or under common control with Party A. For the purpose of this definition, the term "control" means the possession of more than fifty percent (50%) of the voting stock or other interest for the election of directors.

ARTICLE 7
OBLIGATIONS OF BOTH PARTIES

In Addition to subscribing for and making contributions to the Registered Capital pursuant hereto, Parties shall have the obligations set forth in this Article 7.

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(1) Party A shall be responsible for:

- Matters related to application to the authorities of China for approval, registration and acquisition of permit or license for the purpose of setting up the Company;

- Applying for the land use right for the Company, to organize the design and construction of factory and engineering facilities required for the Company, to handle customs clearance for import and export as well as to handle transportation within China;

- Assisting the Company in hiring personnel of Chinese nationality including managers, technicians, workers and other staff needed for the Company;

- Assisting the Company in pursuing its business scope set forth in Article 5, including without limitation, transferring or dispatching certain appropriate engineers of its subsidiaries who are currently engaged in the design work for Party B;

- Supporting the Company in obtaining availability of foreign currency in the PRC;

- Assisting the Company in obtaining loans from financial organizations in the PRC;

- Assisting the Company in obtaining all the preference treatment which may be available for the Company as a Foreign-Capital Enterprise and/or as technologically-advanced enterprise in accordance with the Foreign-Capital Enterprises Law;

- Assisting the Company in obtaining latest technical and marketing information related to the businesses of the Company;

- Assisting the Company in obtaining approval related to quality control such as ISO 9001;

- Causing its subsidiaries to grant to the Company a license for performing the businesses contemplated herein, including without limitation, Know-how concerning 2.5G mobile terminal products, in accordance with the license contract to be entered into between the Company and such subsidiaries; and

- Other matters entrusted by the Company and accepted by Party A.

(2) Party B shall be responsible for:

- Assisting the Company in procuring the advanced and applicable machinery and equipment from the international market, provide related information in that regard by putting quality as top priority in the selection to ensure the quality and quantity standard of such equipment.

- Providing the technical assistance to the Company pursuant to the "Framework Contract" and relevant individual contracts to be separately entered into with the Company under which the Company will develop certain technologies for Party B.

- Other matters entrusted by the Company and accepted by Party B.

ARTICLE 8
BOARD OF DIRECTORS

8.1 The Company shall establish the Board of Directors as of the Establishment Date.

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8.2 The Board of Directors shall consist of five (5) directors (hereinafter referred to as "Directors"), four (4) of which shall be appointed by Party A, and one (1) of which shall be appointed by Party B. The Board of Directors shall have one (1) chairman (hereinafter referred to as "Chairman"), which shall be appointed by Party A.

8.3 The term of Directors shall be three (3) years and Directors may be reappointed by the Party which appointed them. The Directors may be replaced during their term only by the Party which appointed them. The Directors may be dismissed for misconduct upon consent of all of the remaining Directors, and the replacement of such dismissed Director shall be appointed by the Party which appointed such dismissed Director. Should a vacancy occur in the Board of Directors for any reason, the replacement shall be appointed in due time for the remaining period of his/her predecessor by the Party which appointed such predecessor. For any appointment or replacement of the Directors, the Party which appoints or replaces shall notify the other Party in writing of the name, age, address, personal history and other related information of the candidates in advance, and shall notify the Company and the other Party in writing of such appointment or replacement.

8.4 The Board of Directors shall be the highest authority of the Company, and shall have the sole power to decide all the major matters of the Company including without limitation the followings:

(1) Amendment of the Articles of Association;

(2) Dissolution, liquidation of the Company, and extension of the term of the corporate existence of the Company;

(3) Increase in the Registered Capital;

(4) Approval of transfer of the interest in the Registered Capital held by Parties;

(5) Division, merger or change of organization form of the Company;

(6) Creating or issuing a mortgage or pledge of, or any other security interest over or encumbrance of, the whole or any portion of the assets of the Company;

(7) Profit distribution or loss treatment;

(8) Approval of the balance sheet, profit and loss statement, cash flow statement and other annual financial statements;

(9) Any sale or other transfer of any intangible assets of the Company;

(10) Any sale or other transfer of tangible assets to any third party exceeding the

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amount of one million six hundred Renminbi (RMB1,600,000) in aggregate;

(11) Equity investment by the Company to any other legal entity;

(12) Approval of the annual loan budget plan of the Company;

(13) Entering into any agreement or transaction with Party A, under which the Company shall pay, or bear a debt of, an amount exceeding eight hundred thousand Renminbi (RMB800,000) in aggregate;

(14) Appointment and dismissal of the auditor of the Company;

(15) Establishment of any subsidiaries of the Company;

(16) Addition of any new line of business or discontinuation of any existing line of business of the Company, amendment of the business scope of the Company;

(17) Approval of the annual business plan and annual investment plan;

(18) Appointment and dismissal of the General Manager of the Company; and

(19) Adopting rules and regulations of the Company;

8.5 Every Director shall have one (1) vote at the meeting of the Board of Directors (hereinafter referred to as the "Meeting").

8.6 Those issues listed in (1) through (14) in Article 8.4 shall be decided by unanimous vote of the Directors attending the Meeting in person or by proxy. Those issues listed in (15) through (19) in Article 8.4 shall be decided by a simple majority vote of all Directors attending the Meeting in person or by proxy.

8.7 The Chairman shall be the legal representative of the Company. When the Chairman cannot carry out his obligations for whatever reason, he can authorize another Director to act on behalf of him during the period of his absence.

8.8 The first Meeting shall be convened within thirty (30) days after the Establishment Date. Thereafter, each ordinary Meeting shall be convened once a year within two (2) months after closing date of each fiscal year at the head quarters of the Company. Any first or ordinary Meeting shall be convened and presided over by the Chairman. Should the Chairman be unable to convene or preside over the Meeting, he shall authorize another Director to convene and preside over the Meeting. If the Chairman or the Director authorized by the Chairman fails to give notice for convocation of any ordinary Meeting within two (2) months after the closing date of each fiscal year, then another Director may convene such ordinary Meeting and the

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      Director to be determined among the Directors then present shall preside
      over such ordinary Meeting.

8.9   If Chairman deems necessary or is requested by at least one third of
      Directors in a written manner, the Chairman shall convene an extraordinary
      Meeting at the head quarters of the Company. In such event, Chairman shall
      give each Director a written notice ten (10) days before such Meeting.
      Should the Chairman be unable to convene or preside over the extraordinary
      Meeting, he shall authorize another Director to convene and preside over
      the extraordinary Meeting. If the Chairman or another Director authorized
      by the Chairman fails to give notice for convocation of any extraordinary
      Meeting within ten (10) days after request in writing for convocation by
      the Director, then, the requesting Director may convene such extraordinary
      Meeting and the Director to be determined among the Directors then present
      shall preside over such extraordinary Meeting.

8.10  Unless waived in writing by all the Directors, the notice of the Meeting
      shall be given to all the Directors and Parties by means of courier or
      registered airmail at the address set forth in Article 26.4 at least
      thirty (30) days prior to the date of the ordinary Meeting and ten (10)
      days prior to the date of the extraordinary Meeting. The notice shall (i)
      be written in the Chinese and English languages, (ii) specify the place,
      date and time of the Meeting, (iii) state clearly and precisely all
      matters which are to be considered at the Meeting and (iv) be accompanied
      with all materials and documents in the Chinese and English languages
      which will be presented to the Meeting for consideration. No business
      other than that specifically stated in the notice shall be transacted at
      any Meeting.

8.11  The Meeting shall require a quorum of four (4) Directors, provided that
      the Director appointed by Party B shall be present in person or by proxy.
      In case of non-quorum or absence of such Director, the Meeting shall be
      adjourned to the time and date to be agreed upon among all the Directors
      then present, and notified to all the Directors in writing.

8.12  The Meeting shall be conducted in Chinese and English languages. The
      Company shall, at its cost, arrange for the presence of at least one (1)
      skilled Chinese-English interpreter at every Meeting.

8.13  Each Party shall cause the Directors appointed by it to attend the
      Meetings. Should the Director be unable to attend the Meeting, he may
      appoint a proxy in writing to attend and vote in the Meeting in his place.
      In case the Director neither attends nor appoints a proxy to attend the
      meeting for any reason other than the force majeure events set forth in
      Article 21, such Director shall be deemed to be present at such Meeting
      for satisfying the quorum requirement, and shall be deemed to have voted
      to concur with the votes cast by a majority of the Directors present at
      such Meeting in person or by proxy.

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8.14  In lieu of the Meeting, a written resolution may be adopted by the Board
      of Directors. Any written resolution of any Meeting shall require the
      confirmation by the number of Directors necessary to make a resolution as
      stipulated in Articles 8.6 and 8.11. A written resolution may consist of
      several documents in the same form each signed by one (1) or more
      Directors.

8.15  Minutes shall be made by the Company for each Meeting and signed by all
      the attending Directors or by the attending proxy. Such minutes shall
      cover the agenda, the decision made, and time and place of the Meeting.
      Such minutes shall be written in English and Chinese, both of which
      versions shall be equally authentic, and shall be filed by the Company for
      record. The Company shall send the copy of such minutes to both Parties
      within ten (10) days from the Meeting.

8.16  No Director shall be entitled to receive any remuneration, allowance or
      other fees from the Company as a Director, provided that all the expenses
      such as air tickets and accommodation fees incurred to Directors for
      attending the Meeting or otherwise performing the Directors' duties shall
      be borne by the Company.

                                    ARTICLE 9
                       OPERATION MANAGEMENT ORGANIZATION

9.1   The Company shall establish a management organization for its daily
      operation and management. The Company shall have the following
      departments: Research & Development, Sales, Financing, Services, etc.,
      which shall be led by a General Manager.

9.2   The Company shall have one (1) General Manager, who shall be nominated by
      Party A and appointed by the Board of Directors. The Company may also have
      several Deputy General Managers to be appointed by the General Manager.

9.3   The General Manger shall be directly responsible to the Board of
      Directors. He shall carry out decisions of the Board of Directors and
      matters delegated therefrom, organize and be responsible for the daily
      management of the Company, including routine Research & Development, and
      other business and administrative tasks, in accordance with this Contract.

9.4   The General Manager and Deputy General Managers may be dismissed by the
      Board of Directors at any time if they engage in graft or are found to be
      guilty of serious dereliction of duty.

9.5   The department managers of the Company shall be appointed by the General
      Manager. The department managers shall be responsible for the operation of
      various

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      departments respectively, shall handle the matters delegated by the
      General Manager and Deputy General Managers and shall be responsible to
      the Company.

9.6   During the tenure of office, the General Manager shall not be allowed to
      take concurrently position in other companies or entities.

                                   ARTICLE 10
                             PURCHASE OF EQUIPMENT

In accordance with this Contract and the Articles of Association, the Company shall have the right to purchase the relevant equipment and instruments necessary for its corporate activities.

ARTICLE 11
PERSONNEL ADMINISTRATION AND TRADE UNION

11.1  With regard to issues relating to employment, dismissal, wages, labor
      insurance, welfare and reward and penalty of the workers of the Company,
      the Board of Directors should discuss and work out a labor contract and
      then implement it in accordance with "The Law of the People's Republic of
      China on Foreign-Capital Enterprise" and the its implementing measures.
      The labor contract, after its execution, should be kept in the file of the
      local labor administration department.

11.2  The employment conditions for the Company's employees and their numbers
      will meet the business demands of the Company. In all cases, the Company
      shall employ only those employees who are sufficiently qualified for
      employment, as determined through examinations, interviews or other
      appropriate means conducted by the Company. Neither Party shall employ any
      former employees (except for employees dispatched by such Party) of the
      Company who have retired, resigned or been dismissed by the Company,
      within three (3) years from such retirement, resignation or dismissal.

11.3  The employees of the Company shall have the right to establish their trade
      union and take part in its activities in accordance with the stipulations
      of "Trade Union Law of the People's Republic of China." The trade union
      shall have the right to negotiate with the Company regarding incentives,
      punishment, dismissal, salary, welfare, labor protection, and labor
      insurance issues, etc.

                                   ARTICLE 12
                                    TAXATION

12.1  The Company shall pay all the taxes required by the relevant laws and
      regulations of

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      the PRC. Party A shall make the best effort to get the most favorable
      taxation treatment (including without limitation tax exemptions,
      reductions, privileges and preferences) for the Company, which are
      available or will become available under such laws and regulations.

12.2  The employees of the Company should pay individual income tax according to
      the "Individual Income Tax Law" of the PRC.

                                   ARTICLE 13
                               PROFIT DISTRIBUTION

13.1  If at the end of each fiscal year the Company makes a profit, then after
      deduction of income tax payable and after allocation of (i) the Reserve
      Fund and (ii) Bonus and Welfare Fund for Staff and Workers in accordance
      with the Foreign-Capital Enterprises Law, the net profit shall be
      distributed to Parties in proportion to their respective ratio to the
      contributions to the Registered Capital actually paid at that time, as
      decided by the Board of Directors. The proportion of such allocation of
      the Reserve Fund and Bonus and Welfare Fund for Staff and Workers shall be
      decided by the Board of Directors subject to applicable laws and
      regulations of the PRC. The above distribution shall be made in the same
      currency as the payments by Parties of contributions to the Registered
      Capital, within thirty (30) days after the resolution of the Board of
      Directors. Party A shall assist the Company in remitting such profit to
      Party B.

13.2  Notwithstanding the provision of Article 13.1, in no event the Company may
      distribute the profit in any fiscal year unless the losses of the previous
      year(s) that has not been made up, if any, has been offset. Losses
      incurred by the Company in any fiscal year may be carried over to the next
      fiscal year. Should the income in the such next year be insufficient to
      make up the said losses, the balance may be made up with further
      deductions against income year by year over a period not exceeding three
      (3) years.

13.3  The plan for profit distribution or retention shall be decided by the
      Board of Directors within two (2) months after the end of each fiscal
      year.

                                   ARTICLE 14
                                FINANCIAL AFFAIRS

14.1  The fiscal year of the Company shall start from April 1st and close on
      March 31st. The first fiscal year shall start from the date of the
      Establishment Date. All accounts and statements shall be written both in
      English and Chinese, both of which versions shall be equally authentic.

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14.2  The Company shall handle its accounting affairs in compliance with
      applicable laws and regulations of the PRC. To the maximum extent
      permitted by such laws and regulations, the Company shall adopt generally
      accepted international accounting principles.

14.3  The Company shall open both Renminbi and foreign currency accounts with
      one (1) or more banks legal established in the PRC.

14.4  The Company shall adopt accrual basis of accounting and the debit and
      credit methods for bookkeeping, and shall adopt the Renminbi as its
      account-keeeping unit. The conversion between Renminbi and other
      currencies shall be in accordance with the exchange rate on the day of
      conversion published by the People's Bank of China.

14.5  After closing date of each fiscal year, the General Manager shall
      supervise the preparation of the previous year's balance sheet, profit and
      loss statement, cash flows statement and profit distribution and loss
      treatment statements. After they have been examined and signed by an
      auditor set forth in Article 14.8, no later than thirty (30) days after
      the end of each fiscal year, these statements shall be submitted to the
      Board of Directors for examination and approval, and to each Party. Such
      audited financial statements furnished to Party B shall be accompanied
      with an English translation.

14.6  All matters concerning foreign exchange shall be handled according to the
      Regulations for Exchange Control of the PRC and other relevant laws and
      regulations of the PRC.

14.7  Each Party shall have the right to access to all accounting books and
      records of the Company at its own expenses to examine the accounts of the
      Company, provided that such Party shall give the Company a seven (7) day
      period written notice. The Company shall keep all of such books and
      records at its headquarters during the term of its corporate existence.

14.8  The accounts of the Company shall be audited at least annually by an
      auditor (hereinafter referred to as the "Auditor") who shall be an
      internationally recognized accounting firm registered in the PRC and shall
      be appointed by the Board of Directors upon nomination by both Parties, at
      the expense of the Company.

14.9  Each Party may, at its own expense and at any time, appoint an accountant
      for its own audit (hereinafter referred to as the "Accountant"), who may
      be either an accountant registered abroad or registered in the PRC.
      Auditing results by the Accountant shall not be deemed as an official
      report issued by the Company, provided, however, that the Company shall
      fully cooperate with the Accountant in its auditing and provided, Further,
      that the auditing results by the Accountant shall be

                                       15

      properly reflected to the Company, to the extent permitted by applicable
      laws and regulations of the PRC.

14.10 Complete access to the accounting books and records shall be given by the Company to the Auditor and the Accountant, and the Company and the Party who appoints the Accountant shall cause the Auditor and the Accountant, respectively, to maintain the confidentiality OF the Company's financial information and carry out its audit without prejudice to regular operation of the Company. Any auditing conducted pursuant to Articles 14.7 and 14.9 shall be made during the normal business hours of the Company.

14.11 The Company shall furnish each Party with monthly financial statements including without limitation balance sheet, profit and loss statement and cash flows statement, as well as monthly sales and operating report and other reasonable reporting documents, within thirty (30) days after the end of each month. All of such information furnished to Party B shall be accompanied with an English translation. Notwithstanding the foregoing, in the term until March, 2004, the Company shall furnish each Party with such financial statements within thirty (30) days after the end of each fiscal quarter.

14.12 Except the contributions to the Registered Capital set forth in Article 6.2, all financial requirements for operation of the business activities of the Company shall be provided internally, provided that, if sufficient funds are not available internally, the Company shall raise the necessary funds by borrowing from sources on its own loan capacity within the limit of annual loan budget approved by the Board of Directors pursuant to Article 8.4. Parties acknowledge that under no circumstances shall Party B have any obligation to provide any guarantee in connection with any debt of the Company.

ARTICLE 15
TERM OF THE COMPANY

The term of the corporate existence of the Company shall be twenty (20) years from the Establishment Date, unless otherwise agreed by both Parties and decided by the Board of Directors subject to the approval from the Approval Authority.

ARTICLE 16
LIABILITIES FOR BREACH OF CONTRACT

16.1  If either Party fails to make contributions to the Registered Capital
      pursuant to Articles 6.2 and 6.3, such Party (hereinafter referred to as
      "Failing Party") shall pay an amount equivalent to two percent (2%) of
      such outstanding contributions as a

                                       16

      delay penalty to the other Party (hereinafter referred to as "Non-Failing
      Party"). to case Failing Party fails to make contributions to the
      Registered Capital more than one (1) month, Non-Failing Party shall have
      the right to terminate this Contract immediately, in addition to the
      above-mentioned delay penalty.

16.2  If either Party violates any stipulation of this Contract, the other Party
      shall have the right to demand the breaching Party compensation for losses
      or adoption of other reasonable remedial measures. If the losses suffered
      by the non-breaching Party still can not be made up completely after
      taking such remedial measures, the non-breaching Party shall retain the
      right to claim for damages. The liability for damages by the breaching
      Party shall be equal to the loss directly suffered by the non-breaching
      Party from such breach. In addition to the right of the non-breaching
      Party specified in this Article 16.2, the Company shall have the right to
      demand the breaching Party compensation for losses.

                                   ARTICLE 17
                     AMENDMENT, TERMINATION OF THE CONTRACT

17.1  Any amendment to this Contract shall become effective upon signature in
      writing by both Parties.

17.2  Each Party may terminate this Contract by notice to the other Party in
      writing immediately if (i) the other Party is adjudicated a bankrupt,
      makes a general assignment for the benefit of creditors or otherwise
      becomes insolvent, (ii) a petition is filed against the other Party under
      a bankruptcy law, a corporate reorganization law or any other law for the
      relief of debtors (or law analogous in purpose of effect) and such
      petition is not dismissed within thirty (30) days after filing, or (iii)
      the other Party enters dissolution or liquidation proceedings.

17.3  If either Party commits any breach of its material obligations under this
      Contract other than the payment obligations of its contribution set forth
      in Article 6.2, the other Party may give to the breaching Party a written
      notice specifying the nature of the breach. If the breaching Party fails
      to cure such breach within ninety (90) days from the date such notice is
      given to the breaching Party, the non-breaching Party may terminate this
      Contract at the expiration date of such ninety (90) day period.

17.4  When the Framework Contract set forth in Article 7(2) is terminated and no
      alternative agreement is executed, each Party may terminate this Contract
      forthwith by giving a written notice to the other Party.

17.5  If a material disagreement concerning the operation or management of the
      Company arises between Parties, which either Party deems in good faith to
      be an irreconcilable disagreement, and such Party believes in good faith
      that such irreconcilable

                                       17

      disagreement still exists even thirty (30) days after such Party gives the
      other Party a written notice thereof, such Party shall have the right to
      terminate this Contract forthwith by giving a written notice to the other
      Party.

17.6  In case that either Party causes a notice to terminate this Contract to be
      given in accordance with Article 17.2, to the extent permitted by
      applicable laws, the terminating Party (hereinafter referred to as the
      "Non-Bankrupt Party") shall have the option to purchase, or cause any
      third party(ies) designated by it to purchase, and the Party that caused
      such notice of termination to be given (hereinafter referred to as the
      "Bankrupt Party") shall have the obligation to sell all the interest in
      the Registered Capital then owned by the Bankrupt Party. In case of
      exercising such option, the Non-Bankrupt Party shall notify the Bankrupt
      Party in writing of its intention within thirty (30) days from the date on
      which the notice of termination is given to it. The price of such interest
      shall be decided by negotiation between Parties within sixty (60) days
      after the notice of the intention to exercise the option is given. If
      Parties fail to reach an agreement on the price of the interest within
      such period, such price shall be decided upon Bankrupt Party's share of
      the net worth of the Company, as determined on the basis of the latest
      available balance sheet prepared by an internationally recognized
      accounting firm designated by the Non-Bankrupt Party using the assets
      revaluation method and taking into account the tangible and intangible
      asset of the Company. As used herein, the "Bankrupt Party's share" means
      the proportion of the interest held by the Bankrupt Party in the
      then-current Registered Capital. The costs and expenses incurred in
      employing such internationally recognized accounting firm shall be borne
      and paid by the Non-Bankrupt Party. Immediately after the sale of interest
      pursuant to this Article 17.6, the Party who sells its interest of the
      Company shall cause the Directors appointed by it and the General Manager
      and Deputy General Managers directly or indirectly nominated by it, if
      any, to resign from their posts in the Company.

                                   ARTICLE 18
                           DISSOLUTION AND LIQUIDATION

18.1  The Company shall be dissolved and liquidated in the event of the
      occurence of any of the following:

      (1)   If the accumulated losses of the Company exceed the then-current
            Registered Capital;

      (2)   The Company is unable to operate for consecutive six (6) months due
            to the occurrence of any event of Force Majeure (defined below) and
            Parties have been unable to find an equitable solution acceptable to
            both Parties;

(3) The Company declares losses for consecutive three (3) fiscal years;

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(4) Any of the business license required for the operation of the Company shall expire, be terminated early or suspended for a continuous period of three (4) months;

(5) the Company goes bankrupt, files a petition thereof or becomes object of such petition;

(6) expropriation or requisition by the government or municipal authority of all or any material portion of the asset or property of the Company;

(7) Both Parties agree in writing to dissolved the Company;

(8) The term of the corporate existence of the Company expires;

(9) This Contract is terminated in accordance with Article 17.2 and the terminating Party has not exercised the option as provided for in Article 17.6 within the stipulated period;

(10) For whatever reason, the purchase and sale of the interest in the Company has not been effected pursuant to Article 17.6 within one hundred and eighty (180) days after the notice of the intention to exercise the option as provided for thereunder is given;

(11) This Contract is terminated pursuant to any of Articles 16.1, 17.3,17.4 and 17.5.

18.2.1 In the event that the Company is dissolved in accordance with Article 18.1, the procedures and principles of liquidation and a list of members of the liquidation committee of the Company shall be determined upon majority consent of the Board of Directors and a report stating them shall be submitted by the Company to the Approval Authority for approval.

18.2.2 Each member of the liquidation committee shall have equal right to one
(1) vote at the meetings of the liquidation committee. Any matters considered and determined by the liquidation committee shall require the unanimous consent of all the members.

18.2.3 The liquidation committee shall inspect and evaluate all the assets (including, without limitation tangible and intangible properties and accounts receivable), indebtedness and other liabilities of the Company and shall prepare for use in the liquidation of the Company a balance sheet and inventory and liquidation plan. Upon confirmation by the Board of Directors and the Approval Authority of the liquidation plan, the liquidation committee shall carry out the liquidation of the Company according to such liquidation plan. For the purpose of preparing the liquidation plan, the

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liquidation committee may engage an internationally recognized accounting firm acceptable to Parties and cause such accounting firm to carry out inspection and evaluation of all the assets, indebtedness and other liabilities of the Company. The accounting firm's method of evaluation shall be properly reflected in the liquidation plan.

18.2.4 During the liquidation process of the Company, the liquidation committee shall represent the Company in bringing or defending court actions.

18.2.5 If there is any amount remaining after the deduction of all indebtedness and other liabilities (including, wthout limitation the liquidation expenses and remunerations), such remaining amount shall be distributed to Parties in accordance with the decision of the liquidation committee.

18.2.6 On the completion of the liquidation of the Company, the Board of Directors shall inspect all the books of account and documents of the Company in comparison with a list presented by the liquidation committee and after confirmation of accuracy thereof such books of account and documents shall be kept by Party A.

ARTICLE 19
CHANGE OF LAW

If, after the execution date of this Contract, there arises any amendment, enactment or repeal of the laws, rules, regulations or policies in the PRC which is applicable and giving material effect to the Company and/or the activities of Parties set forth herein (hereinafter referred to as the "Amendment"), Party A shall make its best effort to inform Party B in writing of the Amendment so that Parties shall discuss and determine whether or not they need to reflect the Amendment to this Contract and the Articles of Association.

ARTICLE 20
INSURANCE

All insurances of the Company shall be effected with appropriate insurance companies in the PRC. The procedures thereof shall be handled by the department in charge.

ARTICLE 21
FORCE MAJEURE

In case of any Force Majeure event, such as earthquakes, typhoons, floods, fires, wars, hostilities, civil wars, natural calamities, lockouts, epidemic, embargo, governmental acts or other events beyond the reasonable control, which directly affects, delay and/or encumber the

20

performance of this Contract, the affected Party shall not be liable for any delay or inability of performance of its obligation hereunder, provided, however, that such affected Party shall notify the other Party of the details of the event within fifteen (15) days after the occurrence of such event, with the valid certifying documents evidencing the occurrence of the event, and explaining the reason for its inability or delay of the performance of all or part of this Contract.

ARTICLE 22
ARBITRATION

22.1  Should any disputes, differences or controversies arise from the
      implementation of or relating to this Contract, Parties shall resolve them
      through friendly negotiations. If such disputes, differences or
      controversies cannot be solved by such negotiations, they shall be
      exclusively and finally settled by arbitration held in Singapore in
      accordance with the Rules of Arbitration of the International Chamber of
      Commerce, whose decision shall be final and legally binding on each Party.
      The arbitral tribunal shall consist of three (3) arbitrators to be
      appointed in accordance with such rules, and such arbitration shall be
      conducted in English language. The arbitration fees payable to the
      arbitration organization shall be borne by the losing Party unless
      otherwise determined in the arbitration award.

22.2  During the process of arbitration, this Contract shall be continuously
      performed except for those relating to discrepancies under arbitration.

                                   ARTICLE 23
                         EFFECTIVENESS OF THE CONTRACT

23.1  Appendixes attached hereto (Articles of Association) shall be made an
      integral part of this Contract.

23.2  This Contract shall become effective upon signature of both Parties.

23.3  Parties shall cause the Company to approve this Contract and observe the
      provisions of this Contract and the Articles of Association.

                                   ARTICLE 24
                                APPLICABLE LAWS

The formation of this Contract, its validity, interpretation, execution and settlement of disputes in connection herewith shall be governed by the laws of the PRC irrespective of its conflict of laws principles. Where no published laws or regulations of the PRC cover any

21

matter herein contained, international legal principles and practices shall apply.

ARTICLE 25
LANGUAGE

This Contract shall be written both in English and Chinese languages. Both versions hereof shall be equally authentic.

ARTICLE 26
MISCELLANIOUS

26.1  Subtitles for each article are for clearness and do not affect the
      explanation of the content of the contract.

26.2  The original text of this Contract consisting of both Chinese and English
      versions shall be ten (10) copies, one (1) copy for each Party, one (1)
      copy for the Company and seven (7) copies for the Approval Authority and
      other governmental authority.

26.3  Parties agree that this Contract shall become null and void in case that
      no relevant business license is issued within one hundred forty (140) days
      after signature on this Contract.

26.4  Any and all notices or other communications required or permitted to be
      made by either Party to the other Party pursuant to this Contract shall be
      delivered personally, sent by courier, sent by certified or registered air
      mail, postage pre-paid or transmitted by facsimile followed by
      confirmation delivered by courier or certified or registered air mail, to
      the other Party at the following addresses set forth below or the other
      address as specified by like notice from the other Party:

      (a)   If to Party A, to:
            Techfaith Holdings Limited
            Rm. 1909,19/F., Hutchison House, 10 Harcourt Rd., Central, Hong Kong
            Attention:     Mr. Dong Defu
            Facsimile No.: +(852)-2121 0345

      (b)   If to Party B, to:
            NEC Corporation
            4035, Ikebe-Cho, Tsuzuki-ku, Yokohama 224-8555, Japan
            Attention:     General Manager
                           Mobile Terminals Planning Division
            Facsimile No.: +81-(45) 9392345

                                       22

      Such notices and communications shall be deemed given when so delivered if
      personally or by facsimile, three (3) days after deposit if by courier, or
      ten (10) days after deposit if by certified or registered air mail. Any
      and all such notices and communications shall be made in Chinese and
      English language.

26.5  No failure or delay of either Party to enforce any of the provisions of
      this Contract or to exercise any rights herein granted shall be considered
      a waiver by such Party thereof nor shall affect in any way such Party's
      right to enforce any or all of the provisions hereof.

26.6  Except as required under applicable laws and regulations, any conditions
      of this Contract and any information disclosed among Parties and the
      Company pursuant to this Contract (hereinafter collectively referred to as
      the "Confidential Information") shall be treated as confidential and shall
      not be disclosed to any third party without a prior written consent of the
      disclosing party, provided that the Confidential Information may be
      disclosed by the receiving party to its officers and employees whose
      duties require such disclosure for the execution and implementation of
      this Contract or to outside lawyers, accountants and consultants to the
      extent necessary for them to provide their professional assistance. In
      that event, the receiving party shall take all reasonable precautions,
      including the conclusion of confidentiality contracts with each of such
      employees, lawyers, accountants or consultants, to prevent such employees,
      lawyers, accountants or consultants from using the Confidential
      Information for their personal benefit and to prevent any unauthorized
      disclosure or publication of the Confidential Information. Notwithstanding
      the foregoing provision, the Confidential Information does not include
      information which (i) is available to the public or becomes available to
      the public through no fault of the receiving party, (ii) is properly
      within the legitimate possession of the receiving party prior to its
      receipt pursuant to this Contract, or (iii) is obtained without any
      confidentiality obligation by the receiving party from any third party
      with the proper right.

26.7  The provisions of Articles 14.10, 16, 17.6, 18, 22.1, 24, 25, 26.5, 26.6,
      26.7, 26.8 and 26.11 shall continue to survive any expiration of the
      corporate existence of the Company or termination of this Contract.

26.8  Except otherwise specifically provided for herein, nothing in this
      Contract shall be construed as granting to the other Party or the Company
      any right or license including without limitation the right to use trade
      name, trademark or service mark of either Party. If agreed upon between
      Parties, each Party may make press release regarding the Company and make
      reference to the name of the other Party.

26.9  Except otherwise expressly provided for in this Contract, neither this
      Contract nor any of the rights or obligations hereunder shall be
      assignable by either Party without

                                       23

      the prior written consent of the other Party and approval by the Approval
      Authority (if necessary).

26.10 If any of the provisions of this Contract shall be held invalid or unenforceable, the validity or enforceability of the remaining provisions hereof shall not be affected thereby.

26.11 Except the Articles of Associate, this Contract shall constitute the sole and entire agreement and understanding between Parties relating to the subject matter hereof, and shall supersede and cancel all previous agreements, understandings, negotiations, commitments and representations made between Parties, orally or in writing, relating to subject matter hereof.

26.12 This Contract is executed in ten (10) counterparts by the duly authorized representatives of Parties as of 26th day of September, 2003.

(Signature Page)

PARTY A:

Signature: /s/ Dong Defu

Print name: Dong Defu

Title of Signatory: Chairman

Date: 2003/9/26

PARTY B:

Signature: /s/ Noboru Yasue

Print name: Noboru Yasue

Title of Signatory: Senior General Manager

Date: 2003/9/26

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EXHIBIT 99.4

Translation

PREMISES LEASE CONTRACT

Lessor: Beijing Sino-Electronics Future Telecommunications R&D Ltd.

Lessee: China Techfaith Wireless Communication Technology Limited Beijing

According to < Contract Law > and the relevant regulations, in order to specify the rights and obligations of the lessor and the lessee, this Contract is executed after unanimous consultations of both parties.

Article 1

Premises Location: East 5(th) Floor, M7, No. 1 Jiu Xian Qiao Road East, Chaoyang District, Beijing Architectural Area: 3100 square meters

Article 2 Lease Term

The lease term is a total of 5 years. The lessor shall deliver the leased premises to the lessee for use commencing from July 18, 2003 and shall recover it on July 17, 2008; three months within this period are the fitting out period which shall be rent free.

After the Contract term expires, if there is no disagreement between the two parties, the Contract shall automatically be extended for five years.

When the Lease Contract is terminated due to expiration, if the lessee is actually unable to find a premises by the time of expiration, the lessor should extend the lease term at its discretion.

Article 3 Rent and Rent Payment Term

Rent: RMB1.00/m(2)*day, RMB282875.00/quarter.

Payment Term: before the 5(th) day of the first month of each quarter, in case of late payment, a fine for late payment of 0.1% per day shall be charged.

Article 4 Premises Maintenance and Repair during the Lease Term

The lessor is obliged to maintain and repair the premises. The lessor should carefully check, maintain and repair the premises and its facilities once every 6 months, so as to ensure living safety and normal use of the lessee.

When the lessor is maintaining and repairing the premises, the lessee should actively assist, and should not interfere with the construction.

1

EXHIBIT 99.4

Translation

Article 5 Changes of Lessor and Lessee

1. If the lessor transfers its ownership of the premises to a third party, the Contract continues to be valid for the new owner of the premises.
2. If the lessor sells the premises, it must notify the lessee 3 months in advance. Under the same conditions, the lessee has the first right of refusal to purchase.
3. If the lessee needs to exchange the premises with a third person, the lessor's consent shall be sought in advance; the lessor should support the lessee's reasonable request.

Article 6 Default Liability

1. The lessor shall be liable for indemnifying three months' rent if it fails to deliver the premises in compliance with the requirements to the lessee in accordance with the aforesaid terms and conditions.
2. The lessor shall be liable for paying a default premium of 1%/day, if it fails to deliver the premises to the lessee for use as scheduled.
3. The lessor shall be liable for paying a default premium of 1%/day, if it fails to maintain and repair the premises as scheduled (or as required); if it thus causes the personnel of the lessee to suffer personal injury or property damage, the lessor shall be liable for indemnifying the losses.
4. The lessor may terminate the Contract and recover the premises at any time if the lessee has any of the following circumstances:
(1) The lessee underlets, transfers or lends the leased premises without authorization;
(2) The lessee uses the leased premises to conduct illegal activities and injurious to the public interest;
(3) The lessee defaults in paying rent for accumulation of 3 months.

If the lessee fails to move out as scheduled, the lessor is entitled to sue at the People's court and apply for enforcement, and the lessee shall be liable for indemnifying the lessor for losses thus caused.

Article 7 Conditions for Exemption of Liability

If damages to the premises and losses of lessee are caused by and arising out of the reasons of force majeure, neither party shall undertake any liability to the other party.

Article 8 Mode for Disputes Resolution

If any dispute occurs during the performance of this Contract, the two parties should resolve the dispute through consultations. If consultations fail, the two parties agree to arbitrate by Beijing Arbitration Commission.

Article 9 Other Agreed Matters

Article 10

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EXHIBIT 99.4

Translation

For any matters not covered in this Contract, the two parties of the Contract shall make supplemental provisions through consultations and in accordance with the relevant regulations of Contract Law. The supplemental provisions shall have the same validity as this Contract.

This Contract has 2 originals, the lessor and the lessee shall each hold 1 original.

Lessor:                                   Lessee:
Beijing Sino-Electronics Future           China Techfaith Wireless Communication
Telecommunications R&D Ltd.               Technology Limited Beijing



Signature:      /s/                       Signature:      /s/
Company Chopped                           Company Chopped
July 31, 2003                             July 31, 2003

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EXHIBIT 99.5

CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED
CODE OF BUSINESS CONDUCT AND ETHICS

PURPOSE

This Code of Business Conduct and Ethics (the "Code") contains general guidelines for conducting the business of China Techfaith Wireless Communication Technology Limited (the "Company") consistent with the highest standards of business ethics, and is intended to qualify as a "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards.

This Code is designed to deter wrongdoing and to promote:

o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

o full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company will file with, or submit to, the U.S. Securities and Exchange Commission (the "SEC") and in other public communications made by the Company;

o compliance with applicable governmental laws, rules and regulations;

o prompt internal reporting of violations of the Code; and

o accountability for adherence to the Code.

APPLICABILITY

This Code applies to all of the directors, officers, employees and advisors of the Company, whether they work for the Company on a full-time, part-time, consultative, or temporary basis (each an "employee" and collectively, the "employees"). Certain provisions of the Code apply specifically to our chief executive officer, chief financial officer, controller, vice presidents and any other persons who perform similar functions for the Company (each, a "senior officer," and collectively, "senior officers").

The Board of Directors of the Company (the "Board") has appointed Eva Hon as the Compliance Officer for the Company. If you have any questions regarding the Code or would like to report any violation of the Code, please call the Compliance Officer at (86) 10 6433-5588 or e-mail her at eva@mail.techfaith.cn.

This Code was adopted by the Board on March 18, 2005 and will become effective immediately.


CONFLICTS OF INTEREST

IDENTIFYING CONFLICTS OF INTEREST

A conflict of interest occurs when an employee's private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole. You should actively avoid any private interest that may influence your ability to act in the interests of the Company or that may make it difficult to perform your work objectively and effectively. In general, the following should be considered conflicts of interest:

o Competing Business. No employee may be concurrently employed by a business that competes with the Company or deprives it of any business.

o Corporate Opportunity. No employee should use corporate property, information or his or her position with the Company to secure a business opportunity that would otherwise be available to the Company. If you discover a business opportunity that is in the Company's line of business, through the use of the Company's property, information or position, you must first present the business opportunity to the Company before pursuing the opportunity in your individual capacity.

o Financial Interests.

(i) No employee may have any financial interest (ownership or otherwise), either directly or indirectly through a spouse or other family member, in any other business entity if such financial interest adversely affects the employee's performance of duties or responsibilities to the Company, or requires the employee to devote certain time during such employee's working hours at the Company;

(ii) No employee may hold any ownership interest in a privately-held company that is in competition with the Company;

(iii) An employee may hold up to but no more than 5% ownership interest in a publicly traded company that is in competition with the Company;

(iv) No employee may hold any ownership interest in a company that has a business relationship with the Company if such employee's duties at the Company include managing or supervising the Company's business relations with that company.

If an employee's ownership interest in a business entity described in clause (iii) above increases to more than 5%, the employee must immediately report such ownership to the Compliance Officer.

o Loans or Other Financial Transactions. No employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material customer, supplier or competitor

2

of the Company. This guideline does not prohibit arms-length transactions with recognized banks or other financial institutions.

o Service on Boards and Committees. No employee should serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests reasonably could be expected to conflict with those of the Company. Employees must obtain prior approval from the Board before accepting any such board or committee position. the Company may revisit its approval of any such position at any time to determine whether service in such position is still appropriate.

It is difficult to list all of the ways in which a conflict of interest may arise, and we have provided only a few, limited examples. If you are faced with a difficult business decision that is not addressed above, ask yourself the following questions:

o Is it legal?

o Is it honest and fair?

o Is it in the best interests of the Company?

DISCLOSURE OF CONFLICTS OF INTEREST

The Company requires that employees fully disclose any situations that reasonably could be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it immediately to the Compliance Officer. Conflicts of interest may only be waived by the Board, or the appropriate committee of the Board, and will be promptly disclosed to the public to the extent required by law.

FAMILY MEMBERS AND WORK

The actions of family members outside the workplace may also give rise to conflicts of interest because they may influence an employee's objectivity in making decisions on behalf of the Company. If a member of an employee's family is interested in doing business with the Company, the criteria as to whether to enter into or continue the business relationship, and the terms and conditions of the relationship, must be no less favorable to the Company compared with those that would apply to a non-relative seeking to do business with the Company under similar circumstances.

Employees should report any situation involving family members that could reasonably be expected to give rise to a conflict of interest to their supervisor or the Compliance Officer. For purposes of this Code, "family members" or "members of your family" include your spouse, brothers, sisters and parents, in-laws and children.

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GIFTS AND ENTERTAINMENT

The giving and receiving of gifts is common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners. However, gifts and entertainment should never compromise, or appear to compromise, your ability to make objective and fair business decisions.

It is the responsibility of employees to use good judgment in this area. As a general rule, employees may give or receive gifts or entertainment to or from customers or suppliers only if the gift or entertainment could not be viewed as an inducement to any particular business decision. All gifts and entertainment expenses made on behalf of the Company must be properly accounted for on expense reports.

Employees may only accept appropriate gifts. We encourage employees to submit gifts received to the Company. While it is not mandatory to submit small gifts, gifts of over RMB200 must be submitted immediately to the administration department of the Company.

The Company's business conduct is founded on the principle of "fair transaction." Therefore, no employee may receive kickbacks, bribe others, or secretly receive commissions or any other personal benefits.

PROTECTION AND USE OF COMPANY ASSETS

Employees should protect the Company's assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company's profitability. The use of the funds or assets of the Company, whether for personal gain or not, for any unlawful or improper purpose is strictly prohibited.

To ensure the protection and proper use of the Company's assets, each employee should:

o Exercise reasonable care to prevent theft, damage or misuse of Company property;

o Promptly report the actual or suspected theft, damage or misuse of Company property;

o Safeguard all electronic programs, data, communications and written materials from inadvertent access by others; and

o Use Company property only for legitimate business purposes.

INTELLECTUAL PROPERTY AND CONFIDENTIALITY

o All inventions, creative works, computer software, and technical or trade secrets developed by an employee in the course of performing the employee's duties or primarily through the use of the Company's materials and technical resources while working at the Company, shall be the property of the Company.

4

o The Company maintains a strict confidentiality policy. During an employee's term of employment, the employee shall comply with any and all written or unwritten rules and policies concerning confidentiality and shall fulfill the duties and responsibilities concerning confidentiality applicable to the employee.

o In addition to fulfilling the responsibilities associated with his position in the Company, an employee shall not, without first obtaining approval from the Company, disclose, announce or publish trade secrets or other confidential business information of the Company, nor shall an employee use such confidential information outside the course of his duties to the Company.

o Even outside the work environment, an employee must maintain vigilance and refrain from disclosing important information regarding the Company or its business, customers or employees.

o An employee's duty of confidentiality with respect to the confidential information of the Company survives the termination of such employee's employment with the Company for any reason until such time as the Company discloses such information publicly or the information otherwise becomes available in the public sphere through no fault of the employee.

o Upon termination of employment, or at such time as the Company requests, an employee must return to the Company all of its property without exception, including all forms of medium containing confidential information, and may not retain duplicate materials.

ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS

Upon the completion of the IPO, the Company will be a public company which is required to report its financial results and other material information about its business to the public and the SEC. It is the Company's policy to promptly disclose accurate and complete information regarding its business, financial condition and results of operations. Employees must strictly comply with all applicable standards, laws, regulations and policies for accounting and financial reporting of transactions, estimates and forecasts. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.

Employees should be on guard for, and promptly report, any possibility of inaccurate or incomplete financial reporting. Particular attention should be paid to:

o Financial results that seem inconsistent with the performance of the underlying business;

o Transactions that do not seem to have an obvious business purpose; and

o Requests to circumvent ordinary review and approval procedures.

5

The Company's senior financial officers and other employees working in the Finance Department have a special responsibility to ensure that all of the Company's financial disclosures are full, fair, accurate, timely and understandable. Any practice or situation that might undermine this objective should be reported to the Compliance Officer.

COMPANY RECORDS

Accurate and reliable records are crucial to the Company's business and form the basis of its earnings statements, financial reports and other disclosures to the public. the Company's records are the source of essential data that guides business decision-making and strategic planning. Company records include, but are not limited to, booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

All Company records must be complete, accurate and reliable in all material respects. There is never an acceptable reason to make false or misleading entries. Undisclosed or unrecorded funds, payments or receipts are strictly prohibited. You are responsible for understanding and complying with the Company's record keeping policy. Contact the Compliance Officer if you have any questions regarding the record keeping policy.

COMPLIANCE WITH LAWS AND REGULATIONS

Each employee has an obligation to comply with the laws of the cities, provinces, regions and countries in which the Company operates. This includes, without limitation, laws covering commercial bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, offering or receiving gratuities, employment harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. Employees are expected to understand and comply with all laws, rules and regulations that apply to your position at the Company. If any doubt exists about whether a course of action is lawful, you should seek advice immediately from the Compliance Officer.

VIOLATIONS OF THE CODE

All employees have a duty to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to the Company. Reporting a known or suspected violation of this Code by others will not be considered an act of disloyalty, but an action to safeguard the reputation and integrity of the Company and its employees.

If you know of or suspect a violation of this Code, it is your responsibility to immediately report the violation to the Compliance Officer, who will work with you to investigate your concern. All questions and reports of known or suspected violations of this Code will be treated with sensitivity and discretion. The Compliance Officer and the Company will protect your confidentiality to the extent possible, consistent with the law and the Company's need to investigate your concern.

6

It is the Company's policy that any employee who violates this Code will be subject to appropriate discipline, including termination of employment, based upon the facts and circumstances of each particular situation. Your conduct as an employee of the Company, if it does not comply with the law or with this Code, can result in serious consequences for both you and the Company.

The Company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. An employee inflicting reprisal or retaliation against another employee for reporting a known or suspected violation, will be subject to disciplinary action up to and including termination of employment.

WAIVERS OF THE CODE

Waivers of this Code will be granted on a case-by-case basis and only in extraordinary circumstances. Waivers of this Code may be made only by the Board, or the appropriate committee of the Board, and will be promptly disclosed to the public.

CONCLUSION

This Code of Business Conduct and Ethics contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact the Compliance Officer. We expect all employees to adhere to these standards. Each employee is separately responsible for his or her actions. Conduct that violates the law or this Code cannot be justified by claiming that it was ordered by a supervisor or someone in higher management. If you engage in conduct prohibited by the law or this Code, you will be deemed to have acted outside the scope of your employment. Such conduct will subject you to disciplinary action, including termination of employment.

* * * * * * * * * * * * *

7

CERTIFICATION OF COMPLIANCE

TO:               Compliance Officer

FROM:             __________________________

RE:               Code of Business Conduct and Ethics of China Techfaith
                  Wireless Communication Technology Limited (Adopted on
                  March 18, 2005)


                  I have received, reviewed, and understand the above-referenced

Code of Business Conduct and Ethics (the "Code") and hereby undertake, as a condition to my present and continued employment at or association with China Techfaith Wireless Communication Technology Limited and/or any of its affiliated entities (collectively, "Techfaith"), to comply fully with the Code.

I hereby certify that I have adhered to the Code during the time period that I have been associated with Techfaith.

I agree to adhere to the Code in the future.


Name:

___________________, 200___
Date

8

EXHIBIT 99.6

Translation

Agreement

Party A: Wuhan NEC Mobile Communication Co., Ltd.

Party B: [Name in Chinese]

In respect of the development of N600 carried out by Party B for Party A, the sales lagging behind disputes arising out of the delay in development and caused by the issues of change in software quality and design, based on the principles of long term friendly cooperation between the parties, both parties agree to reach a settlement with the following contents:

1. Party B agrees to undertake the loss of RMB12,450,000 as compensation for the loss caused by the delay in development and the issues of change in software quality and design. Party B shall pay such amount of loss compensation before October 29, 2004.

2. If Party B delays in paying such loss compensation, Party A is entitled to request Party B to pay a penalty. The penalty for every day of delay is 1% of the total compensation amount.

3. Party B shall pay to Party A the loss compensation under this Agreement to the following bank account of Party A:

Bank Account: Bank of Communications, Wuhan Branch Account Number: 860158010123023376

4. If a dispute occurs in respect of the contents or unsettled matters relating to this Agreement, both parties shall resolve it through friendly consultation. In the event no agreement can be reached after consultation, then any party is entitled to bring a litigation to the People's court at Party A's place of location.

5. This Agreement has two originals. Each party holds one original.

Party A: Wuhan NEC Mobile                    Party B: [Name in Chinese]
Communication Co., Ltd.



/s/ Brian Lu                                 /s/ Defu Dong
-----------------------------------          -----------------------------------
Representative:                              Representative:
Chop:                                        Chop:

Date: June 29, 2004                          Date: June 29, 2004


EXHIBIT 99.7

Translation

Agreement

Party A: Wuhan NEC Mobile Communication Co., Ltd.

Party B: [Name in Chinese]

In respect of the N600 Agreement (hereinafter referred to as the "Former Agreement") entered by the authorized representatives of Party A and Party B on June 29, 2004, based on the principles of long term friendly cooperation between the parties, the parties hereby acknowledge the following mutual understanding and agreements:

1. Both Party A and Party B have reached a mutual understanding at the time the Former Agreement was executed that if the sales of N610 and N620, Party A's products, have outstanding achievement, at such time, the Former Agreement will be deemed void from the date of its effective date and Party B shall not have any obligations to pay to Party A any amounts mentioned in the Former Agreement.

2. Since the introduction of Party A's N610 and N620 products on September and October 2004, its sales were outstanding. Both Party A and Party B orally agree on October 2004 to cancel the Former Agreement in accordance with the mutual understanding described in Article 1 above, including the payment obligations of Party B to Party A as mentioned in the Former Agreement.

3. Both Party A and Party B unanimously acknowledge that the quality issue of N600 is caused by the supply quality of the supplier. Party A and Party B agree that they will take legal actions against the relevant supplier.

4. Both Party A and Party B hereby execute this Agreement to acknowledge the above terms. Concurrently, both parties agree to cancel and terminate the Former Agreement and declare that the Former Agreement shall be voided beginning from its effective date (i.e. June 29, 2004).

5. This Agreement has two originals. Each party holds one original.

6. This Agreement shall be construed and executed in accordance with the laws of the People's Republic of China.

Party A: Wuhan NEC Mobile                    Party B: [Name in Chinese]
Communication Co., Ltd.


/s/ Brian Lu                                 /s/ Defu Dong
-----------------------------------          -----------------------------------
Representative:                              Representative:


Chop:                                        Chop:
Date: December 20, 2004                      Date: December 20, 2004