ACQUISITION AGREEMENT OF Shenzhen Donxon Mobile Communications Technologies Company Ltd. AND VASLINK Technology Ltd.

Address:

8/F, South Block, Resources Tech Building, 1 Song Ping Shan Rd., High-tech Industrial Park, Nanshan District, Shenzhen, P.R.C. 818057

1.1  

Organization and Standing. Party B is duly organized, validly existing and in good standing under the laws of China, the documents of Incorporation, Business License, Annual check is current and is issued by related government agency; is in legal operating status;

1.2  

Shares and Assets. Shares and Assets transfer by Party B is legitimate and authentic; And, the statement of legal ownership and limitation for Shares and Assets transferred is legitimate and authentic;

1.3  

Statement of Asset and Liability. As of the date of this agreement, all written statements of Asset and Liability (no short-term bank loan, no long-term liabilities) from Party B are true and accurate;

1.4  

Contracts. As of the date of this agreement, all statement of contracts related to Party B are authentic;

1.5  

Labor relationship. As of the date of this agreement, all description of labor relationship are true and accurate;

1.6  

Insurance. As of the date of this agreement, all statement of insurance is authentic;

1.7  

Environmental Protection. As of the date of this agreement, all statement of Environment Protection Issues are true and accurate;

1.8  

 Debt. As of the date of this agreement, all statement of loan, debt is true and accurate;

1.9  

Operation. As of the date of this agreement, all written and oral description of operation status are authentic;

1.10  

Employee Matters. As of the date of this agreement, authenticity of Human Resources description: number of employee and retiree, their current positions, status of government social security payment;

1.11  

Tax. As of the date of this agreement, statement of Tax reporting and Tax payment according to China Tax Rule is true and accurate;

1.12  

Litigation. As of the date of this agreement, to Party B’s knowledge, there is no claims, actions, suits, proceedings or investigations pending in any court, or before any arbitrator or governmental authority, by or against or affecting or relating to Party B;

1.13  

Financial Data. Statement of financial result, operating income are true and accurate. Party B warrants that the key financial data are as following:

1.13.1  

Key Financial Data.

1.13.2  

Related Party Transaction.

1.13.2.1  

Party B revenue includes less than 20% related party transaction;

1.13.2.2  

Party B net income includes less than 20% related party transaction;

1.13.2.3  

Party B Accounts Receivable includes less than 20% related party transaction;

1.13.2.4  

Debts hold by Party B include less than 20% debts of related party companies;

1.13.3  

Accounts Receivables.

1.13.3.1  

As of the date of this agreement, outstanding Accounts Receivables age no more than 1 year;

1.13.3.2  

As of the date of this agreement, 60% of Outstanding Accounts Receivables base on value age no more than 3 months;

1.13.4  

Payment Default. Party B shall provide a detailed list of subsidiaries and detail list of debts and loans hold by Party B’s subsidiaries to Party C; For the past 3 years, Party B, companies that Party B holds controlling interest, and companies that Party B holds 30% or more interest, companies that Party B effectively controlling, companies that Party B is net beneficiaries do not have payment default or overdue payment; if there is incident of payment default or overdue payment, Party A and Party B has disclosed to Party C in writing, and Party C has acknowledged in writing;

1.13.5  

Non-Operating Income (Loss). Party B’s Net Income includes less than 10% of non-operating income (Loss);

1.13.6  

Liquidity. The ratio of Cash Balance vs. Turnover is within reasonable range;

1.14  

Special Guarantee

1.14.1  

No Third Party Beneficiaries. As of the date of this agreement, shares hold by Party A, Party B is complete and flawless. Benefits of shares hold by Party A, Party B are not control by individual, group or agency other than Party A or Party B. Party A and Party B have made this explicit;

1.14.2  

As of the date of this agreement, there is no claims, actions, suites, proceedings or investigations pending in any court, or before any arbitrator or governmental authority, by or against or affecting or relating to individual, group or agency that is beneficiaries related to shares hold by Party A, Party B.  In the event of such incidents, Party A or Party B has disclosed to Party C;

1.14.3  

Claims. As of the date of this agreement, Party A and Party B have provided complete and comprehensive financial information of Party B. Any individual, group or agency that may request claim of Party A or Party B’s asset, Party A and Party B has already provide written disclosure to Party C. And, Party C has acknowledged in writing.

2.1  

Organization and Standing. Party C is duly organized and valid existing and in good standing under the law of China;

2.2  

Intention. Authenticity and legality of the mergers and acquisition intention;

2.3  

Has good business reputation, management capability.

2.4  

Financial Status.  As of the date of this agreement, statement about good financial position and economic strength is accurate;

3.1  

Party A, Party B and Party C agreed the completion date of Share ownership transfer from Party A to Party C as the Base Date for loan and debt assignment. Party A is liable for any Party B’s debt not disclosed Party C before Base Date.  Party C shall own any undisclosed loan make by Party B before Base Date.  Party C is liable for any Party B’s Debt and Loan signed after Base Date.  Party A is liable for any reasonable expense Party C incurred to process undisclosed Debt or Loan signed by Party B before Base Date;

3.2  

Party A warrant that Party B has no Debt other than those on the Debt list provided to Party C;

10.1  

Force majeure refers to unforeseen, unavoidable, unpreventable situation. Force majeure can be result of Acts of God, or caused by human factors. The former, such as earthquakes, floods, droughts, epidemics and other emergencies, the latter such as war, blockage, embargo, strikes, riots and so on.

10.2  

Waiver. A party encounter force majeure incident has to notify the other parties in writing complete with supporting document within 3 days of force majeure incident. If the party cannot fulfill the party’s obligation as result of force majeure incident should terminate the agreement. If the force majeure incident results in temporary interruption to fulfill the obligation, completion date of this agreement shall be extended.  If the Party encountered force majeure incident has exercise reasonable remedial measure to avoid damage to other Parties, the Party shall not be liable for the damage.

11.1  

The Parties can terminate this agreement if mutually agreed by all three parties;

11.2  

If Party A or Party B breach of agreement, result in situation that the agreement cannot be completed. Party C has the right to terminate this agreement unilaterally;

11.3  

If Party C breach of agreement result in situation that the agreement cannot be completed. Party A and Party B has the right to terminate this agreement;

12.1  

If Party A or Party B breach of agreement, terminate or failed to meet term(s) of the agreement, Party A or Party B shall return acquisition payment make by Party C, and bear reasonable losses caused to Party C;

12.2  

If Party C breach of agreement, terminate or failed to meet term(s) of this agreement, Party C shall bear reasonable losses caused to Party A and Party B;