SHARE PURCHASE AND SUBSCRIPTION AGREEMENT / CONTRACT

DATED 13 October 2010

MIV THERAPEUTICS, INC.
as Vendor
and
CCT TECH INTERNATIONAL LIMITED
as Purchaser
and
MIV SCIENTIFIC HOLDINGS LTD.
as Company

SHARE PURCHASE AND SUBSCRIPTION AGREEMENT
in relation to the purchase of
all outstanding shares of and the subscription of new shares in
MIV SCIENTIFIC HOLDINGS LTD.

CONTENTS

	Page
Definitions and Interpretation	2
Sale and Purchase of the Sale Shares and Subscription of the Subscription Shares	13
Consideration	13
Conditions	17
Actions Pending Completion	21
Completion	25
Post Completion Management	29
Warranties, Indemnities and Guarantee	29
Restrictions on the Vendor	38
Put Option	39
Confidentiality	42
Costs	43
General	44
Notices	45
Governing Law and Arbitration	46
Schedule 1 Details of the Group	48
Part A - Details of the Company	48
Part B - Details of InnoMed	49
Part C - Details of Shanghai Companies	50
Schedule 2 Part A - Details of the Patents and Part B - Domain Name	52
Schedule 3 Warranties	53
Schedule 4 Resolution	80
Schedule 5 Leased Properties	85
Schedule 6 Form of InnoMed Owner CPS Charge	87
Schedule 7 Form of Vendor CPS Charge	108
Schedule 8 Form of MIV Share Charge	128
Schedule 9 Specification of Specified Product	148
Schedule 10 Form of Deed of Taxation Indemnity	149
Schedule 11 Form of valuation report	158
Schedule 12 Key Management	159

THIS AGREEMENT is made on 13 October 2010 BETWEEN:

MIV THERAPEUTICS, INC., a company incorporated in Nevada, the United States of America and whose registered address is situated at Suite 1500, 1055 West Georgia Street, Vancouver, BC, Canada (the "Vendor");

CCT TECH INTERNATIONAL LIMITED, a company incorporated in Bermuda and whose head office and principal place of business in Hong Kong is at 2208, 22nd Floor, St. George's Building, 2 Ice House Street, Central, Hong Kong (the "Purchaser" or "CCT Tech"); and

MIV SCIENTIFIC HOLDINGS LTD., a company incorporated in the British Virgin Islands whose registered office is situated at ABM Chambers, P.O. Box 2283, Road Town, Tortola, British Virgin Islands (the "Company").

WHEREAS:

The Vendor is the beneficial owner of all the Sale Shares (as defined below), comprising all the outstanding shares of the Company (as defined below).

The Vendor has agreed to sell, and the Purchaser has agreed to purchase, the Sale Shares on the terms and conditions set out in this Agreement.

The Purchaser has agreed to subscribe the Subscription Shares on the terms and conditions set out in this Agreement.

IT IS AGREED as follows:

1.         Definitions and Interpretation

1.1       Definitions

In this Agreement where the context so admits, the following words and expressions shall have the following meanings:

"Affiliate" means, (a) (in the case of a person who is an individual) such person's (i) parents, (ii) spouse and the spouse's parents and siblings, (iii) siblings and their spouses, (iv) descendants and their spouses (whether by blood or adoption and including stepchildren), and (v) any entity controlled by such person; and (b) (in the case of a person which is an entity) such person's subsidiary undertakings and parent undertakings and the subsidiary undertakings of any such parent undertakings together with the directors (or equivalent) of any such subsidiary undertakings and parent undertakings;

"Applicable Law" has the meaning set out in paragraph 10.5 of Schedule 3;

"Business Day" means a day on which commercial banks are open for business in Hong Kong and the PRC (excluding Saturdays, Sundays, public holidays and any weekday on which Typhoon Signal No. 8 or higher is hoisted or a black rain storm warning is given in Hong Kong at any time during 9:00 a.m. to 5:00 p.m.);

"Business IPR" means all Intellectual Property owned by or licensed to any of the Group Companies and relating to or used, required to be used or held for use in connection with the business of the Group including, upon completion of the transfer of the Patents to the Company, the Patents;

"Business IT" means all rights and interest owned by or licensed to any of the Group Companies in Information Technology which at or before the Completion relates to or is used in connection with the business of the Group;

"Capital Increase" means subject to and forthwith upon the Share Consolidation and the Capital Reduction becoming effective, the proposed increase of the authorised share capital of the Purchaser from HK$120,000,000 divided into 12,000,000,000 shares of par value of HK$0.01 each to HK$300,000,000 divided into 30,000,000,000 shares of par value of HK$0.01 each;

"Capital Reduction" means the proposed reduction of the par value of each issued share from HK$0.10 each to HK$0.01 each by cancelling HK$0.09 paid-up capital on each issued share upon the Share Consolidation becoming effective;

"Capital Reorganisation" means the Share Consolidation, the Capital Reduction, the Credit Transfer, the Reclassification and Re-designation and the Capital Increase;

"Cash Option Consideration" has the meaning set forth in Clause 10.3;

"CCT Telecom" means CCT Telecom Holdings Limited, a company incorporated in the Cayman Islands and continued in Bermuda as an exempted company with limited liability and the shares of which are listed on the main board of the Stock Exchange;

"CE Marking" is a product certification mark that is placed on, constituting a manufacturer's declaration that the product complies with the essential requirements of the relevant European health, safety and environmental protection directives, namely the European Directives.

"CEO" means the position of Chief Executive Officer; "Claim" means a General Claim and/or a Tax Claim;

"Companies Ordinance" means the Companies Ordinance (Chapter 32) of the Laws of Hong Kong;

"Company" means MIV Scientific Holdings Ltd., a company incorporated in the British Virgin Islands, further details of which are set out in Part A of Schedule 1;

"Completion" means completion of the Subject Transactions pursuant to Clause 6;

"Completion Accounts" means the unaudited consolidated profit and loss account and unaudited consolidated balance sheet of the Group on the Completion Date, prepared under the HK GAAP;

"Completion Date" means 10:00 a.m. (Hong Kong time) on the second Business
Day next following the date on which all the Conditions (other than the Conditions set
out in Clauses 4.1.5 to 4.1.8, which shall be satisfied or waived on the Completion Date) have been satisfied or waived in accordance with this Agreement or such other time and date as may be agreed by all the Parties in writing), on which Completion shall take place;

"Condition" means a condition set out in Clause 4.1 and "Conditions" means all those conditions;

"Confidential Information" has the meaning set out in Clause 11.1; "Consideration" has the meaning set out in Clause 3.1;

"Consideration Shares" has the meaning set out in Clause 3.1.2;

"Consolidated Net Profit After Tax" means the consolidated net profit after tax of the Group after deductions of all expenses, losses, provisions and charges, but for the purpose of this Agreement, after adding back amounts and/or charges related to amortisation/depreciation of intangible assets and goodwill of the Group;

"Control" of an entity means (a) the ownership or control (directly or indirectly) of more than 50% of the voting share capital of the relevant entity; or (b) the ability to direct the casting of more than 50% of the votes exercisable at general meetings of the relevant entity on all, or substantially all, matters; or (c) the right to appoint or remove directors of the relevant entity holding a majority of the voting rights at meetings of the board on all, or substantially all, matters; or (d) the ability to direct or influence the decisions or the management and the day-to-day operations of the relevant entity and "controlled by" shall be construed accordingly;

"Costs" means all demands, claims, actions, proceedings, damages, payments, customs or other duties, fines, penalties, losses, costs (including reasonable legal costs), expenses (including Tax), disbursements or other liabilities or obligations of any nature;

"Credit Transfer" means the proposed transfer of the credit in the amount equal to the multiple of (i) the total number of the issued shares of the Purchaser upon the Share Consolidation becoming effective; and (ii) HK$0.09, arising from the Capital Reduction to the contributed surplus account of the Purchaser which shall be applied to set off against the accumulated losses of the Purchaser on the date on which the Capital Reduction becomes effective;

"Deed of Taxation Indemnity" means the deed of taxation indemnity to be given by the Vendor and the Company in favour of the Group Companies and the Purchaser, in the form set out in Schedule 10 hereto, with such amendments as the Purchaser may hereinafter agree to;

"Defaulting Party" has the meaning set out in Clause 6.4; "Deposit" has the meaning set forth in Clause 3.2.1;

"Designated Account" means the bank account opened in the name of the Company and is designated by the Company to receive the Subscription Consideration (other than the Deposit), which account shall be operated by signatories nominated solely by the Purchaser;

"Dispute" has the meaning set out in Clause 15.2.1;

"Domain Names" means all of the Internet domain names of any level registered, owned by or used by any of the Group Companies;

"Encumbrance" means any claim, charge, mortgage, security, lien, option, equity, power of sale, hypothecation or other third party rights, retention of title, right of pre-emption, right of first refusal or security interest of any kind;

"Environmental Licences" has the meaning set out in paragraph 13 of Schedule 3; "Estate Duty Ordinance" has the meaning set out in paragraph 6.9 of Schedule 3;

"General Claim" mean any claim in respect of a breach of any provision of the Transactions Documents, including, without limitation, breaches with respect to covenants and Warranties (including, for the avoidance of doubt, a claim pursuant to Clause 8.9) other than the Tax warranties and in all cases subject to Clause 8.3;

"Governmental Authorities" means any governments, courts, governmental, regulatory or official authorities, departments, agencies or bodies, stock exchange (including the Stock Exchange and the Securities and Futures Commission) whether in Hong Kong, the PRC or elsewhere and "Governmental Authority" means any one of them;

"Government Official" means any political party, political party official or candidate for political office, or any officer, employee, or anyone acting in an official capacity for or on behalf of any: (i) federal, state, local, municipal, foreign or other government; (ii) department, agency or instrumentality of a foreign or other government, including any state-owned or state controlled instrumentality of a foreign or other government; (iii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department or other entity and any court or other tribunal); (iv) Public International Organization or multinational organization; or (v) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

"Group" means the Company, InnoMed and the Shanghai Companies and any other subsidiaries of the Company, from time to time and each a "Group Company";

"Guaranteed Obligations" has the meaning set out in Clause 8.10;

"HK GAAP" means generally accepted accounting principles, standards and practices in Hong Kong, including but not limited to Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards and Interpretations issued by the Hong Kong Institute of Certified Public Accountants;

"HKIAC" means the Hong Kong International Arbitration Centre;

"HK$" means Hong Kong dollar, the lawful currency of Hong Kong;

"Hong Kong" means the Hong Kong Special Administrative Region of the PRC;

"Information Technology" means computer systems, communication systems, software (including all source code and object code versions thereof, in any and all form and media), hardware and documentation (including specifications, flowcharts, diagrams, business rules, data and database models and structures and compilation instructions) owned, used or licensed by or to any of the Group Companies;

"InnoMed" means InnoMed Scientific Incorporation Limited, a company incorporated in Hong Kong and whose registered address is at 13/F., Kyoto Plaza, 491-499 Lockhart Road, Causeway Bay, Hong Kong, particulars of which are set out in Part B of Schedule 1;

"InnoMed Cash Consideration" means the price of US$5 million (or its equivalent in HK$), representing that part of the InnoMed Consideration payable in cash, which shall be paid by the Company in cash to the InnoMed Owner in accordance with the provisions set out in Clauses 3.3.1 and 3.3.2(a);

"InnoMed Consideration" means the aggregate price of US$20 million (or its equivalent in HK$), which comprises the InnoMed Cash Consideration and the InnoMed Non-Cash Consideration, being the total consideration for the purchase of the entire issued share capital in and the InnoMed Shareholders' Loans of InnoMed by the Company from the InnoMed Owner, in accordance with the InnoMed Share Purchase Agreement, and which shall form part of the Consideration;

"InnoMed Group" means the InnoMed and the Shanghai Companies and any other subsidiaries of the InnoMed from time to time;

"InnoMed Non-Cash Consideration means the price of US$15 million (or its equivalent in HK$), representing that part of the InnoMed Consideration to be satisfied by the allotment and issue of 650,000,000 Redeemable CPS by the Purchaser to the InnoMed Owner in accordance with the provisions set out in Clause 3.4.1, subject to Clause 3.5.1;

"InnoMed Owner" means Innomed Scientific Limited which holds and own the entire issued capital of InnoMed as at the date of this Agreement and as at the Completion Date;

"InnoMed Owner CPS Charge" means the share charge in form and substance set out in Schedule 6 to be executed by the InnoMed Owner in favour of the Purchaser, pursuant to which such number of the Redeemable CPS (which will be issued to the InnoMed Owner pursuant to Clause 3.4.1) as specified in the first column of the table set out in Clause 3.5.1 are charged in favour of the Purchaser during the lock-up period commencing from the date of issue of such Redeemable CPS up to the date set out against such number of the Redeemable CPS in the second column of the table (both dates inclusive) set out in Clause 3.5.1, subject to Clause 3.6;

"InnoMed Share Purchase Agreement" means the share purchase agreement dated 12 October 2010 and entered into between the Company, the InnoMed Owner and Mr. Hu, pursuant to which the Company shall purchase, the InnoMed Owner and Mr. Hu shall sell, or procure the sale of, the entire issued capital of InnoMed and the InnoMed Owner shall assign the InnoMed Shareholder's Loan to the Company at the InnoMed Consideration; and the Vendor and the Company shall procure that completion of the InnoMed Share Purchase Agreement shall take place simultaneously with Completion on the Completion Date;

"InnoMed Shareholder's Loan" means the outstanding interest-free loan due from the InnoMed to the InnoMed Owner as at the Completion Date, which amounted to approximately HK$7,000,000 as at the date of this Agreement;

"Intellectual Property" means (a) patents, trade marks, service marks, logos, get-up, trade names, rights in design, inventions, copyright (including rights in computer software to both object and source code) and moral rights, rights in data, database rights, semi-conductor topography rights, utility models, rights in know-how, rights in trade secrets, proprietary information and other proprietary materials and other intellectual property rights, in each case whether registered or unregistered and including applications and rights to apply for registration, (b) all rights or forms of protection having equivalent or similar effect or nature as or to those in paragraph (a) of this definition which now or in the future may subsist anywhere in the world and (c) the right to sue for past, present or future infringement of any of the foregoing rights, but for the avoidance of doubt does not include Information Technology;

"Jade Assets" means Jade Assets Company Limited, a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of CT Telecom which holds 29,326,391,124 shares of CCT Tech as at the date of this Agreement, representing approximately 44.83% of the existing total issued share capital of the Purchaser;

"Jade Assets Subscription" means the subscription by Jade Assets at the Jade Assets Subscription Price of the number of new shares in the Purchaser equal to the number of the existing issued shares in the Purchaser that have been placed by the Jade Assets under the Placing, on the terms and subject to the conditions of the Placing and Subscription Agreement;

"Jade Assets Subscription Price" means the price equivalent to the Placing Price; "Key Management" means the persons listed in Schedule 12;

"Leased Properties" means the properties leased by the Group, details of which are set out in Schedule 5 and "Leased Property" means any one of them;

"Leases" means all leases, tenancies and licenses relating to the Leased Properties and "Lease" means any one of them;

"Listing Rules" means the Rules Governing the Listing of Securities on the Stock Exchange;

"Long-Stop Date" means 31 December 2010, or such other date as may be agreed by all the Parties in writing;

"Management Accounts" means the unaudited management accounts and/or the unaudited consolidated accounts relating to any Group Company or the Group for the period commencing from 1 January 2010 and ending on the Management Accounts Date;

"Management Accounts Date" means 30 June 2010;

"Material Adverse Effect" means an event, act or circumstance that has a material adverse effect on the Patents and/or the business, results of or operation or financial condition of the Group taken as a whole;

"MIV Share Charge" means the share charge in substantially the same form as set out in Schedule 8, to be executed by the Vendor in favour of the Purchaser on or about the date of this Agreement, pursuant to which the Vendor shall charge all the outstanding shares in the Company to the Purchaser and such share charge shall be released upon Completion;

"month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

"Mr. Hu" means Mr. Ty Tiefeng HU, who holds all the equity interest in Shanghai Ying Sheng as at the date of this Agreement;

"Non-cash Option Consideration" has the meaning set out in Clause 10.3.2; "Non-Defaulting Party" has the meaning set out in Clause 6.4;

"Notice" has the meaning set out in Clause 14.1;

"Ordinary Share(s)" means the ordinary share(s) of HK$0.01 each in the capital of the Purchaser upon the Capital Reorganisation becoming effective;

"Parties" means the named parties to this Agreement and their respective successors, assigns and legal personal representatives and "Party" means any one of them;

"Patents" means the patents owned by the Company, particulars of which are set out in Part A of Schedule 2;

"Placing" means proposed placing by Jade Assets of existing issued shares of the Purchaser held by Jade Assets, on the terms and subject to the conditions of the Placing and Subscription Agreement, pursuant to which (i) in the event the Placing is undergtaken before the Capital Reorganisation becoming effective, Jade Assets shall place up to 13,000,000,000 existing issued shares of the Purchaser at the Placing Price; and (ii) in the event the Placing is undertaken after the Capital Reorganisation becoming effective, Jade assets shall place up to 1,300,000,000 Ordinary Shares of the Purchaser at the Placing Price;

"Placing Price" means the placing price per share at which the Placing shall be undertaken, which shall not be less than HK$0.018 per existing issued share of the Purchaser if the Placing is undertaken before the Capital Reorganisation becoming effective and not less than HK$0.18 per Ordinary Share if the Placing is undertaken after the Capital Reorganisation becoming effective;

"Placing and Subscription Agreement" means the placing and subscription agreement entered into amongst the Placing Agent, Jade Assets, CCT Telecom and the Purchaser on 13 October 2010 in relation to the Placing and the Jade Assets Subscription;

"PRC" means the People's Republic of China excluding, for the purposes of this Agreement, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan (Republic of China);

"PRC GAAP" means generally accepted accounting principles, standards and practices in the PRC;

"Purchase Consideration" has the meaning set out in Clause 3.1.2;

"Reclassification and Re-designation" means the proposed reclassification and re-designation of the authorised share capital of the Purchaser subject to and forthwith upon the Capital Increase becoming effective so that the authorised share capital of the Purchaser shall become HK$300,000,000.00 divided into 30,000,000,000 shares of par value of HK$0.01 each, comprised of 26,533,300,000 Ordinary Shares of par value of HK$0.01 each and 3,466,700,000 Redeemable CPS of par value of HK$0.01 each and the proposed re-designation of the then issued shares of the Purchaser into issued Ordinary Shares;

"Redeemable CPS" means the non-voting redeemable convertible preference shares of par value of HK$0.01 each in the capital of the Purchaser, with rights and obligations set forth in the Resolution;

"Resolution" means the resolution to be proposed at and approved by the shareholders of the Purchaser in general meeting in relation to, inter alia, the creation of the Redeemable CPS with the rights, benefits and restrictions attached thereto as set out in Schedule 4;

"RMB" means Renminbi, the lawful currency of the PRC;

"Sale Shares" means 80 Shares, which represent all the issued shares of the Company as at the date of this Agreement;

"Second Payment" has the meaning set forth in Clause 3.2.2;

"SFDA" means the State Food and Drug Administration of the PRC;

"Shanghai Companies" means Shanghai Ying Zhong and Shanghai Ying Sheng;

"Shanghai Ying Sheng" means Shanghai InnoMed Technologies Incorporation Limited), a company established in the PRC, whose particulars are set out in Part C of Schedule 1;

"Shanghai Ying Sheng Equity Transfer Agreement" means the equity transfer agreement entered into between InnoMed and Mr. Hu on 11 October 2010, pursuant to which InnoMed shall purchase all the equity interest in Shanghai Ying Sheng, which shall be completed before the Completion Date;

"Shanghai Ying Zhong" means InnoMed Scientific Incorporation (Shanghai) Ltd ; a company established in the PRC, whose particulars are set out in Part C of Schedule 1;

"Share Consolidation" means the proposed consolidation of every ten existing shares of HK$0.01 each into one share of HK$0.10 each in the capital of the Purchaser;

"Shares" means ordinary shares of no par value, which are authorised to be issued by the Company;

"Specified Product" means the 4th generation of Nonpolymeric Drug-Eluting Stents developed and to be manufactured by the Group, the specification of which is set out in Schedule 9;

"Stamp Duty Ordinance" has the meaning set out in paragraph 6.8.2 of Schedule 3; "Stock Exchange" means The Stock Exchange of Hong Kong Limited;

"Subscription Shares" means 20 new Shares, to be subscribed by the Purchaser (or its designated nominee(s)) and to be allotted and issued by the Company pursuant to the terms and conditions of this Agreement;

"Subject Transactions" means the sale and purchase of the Sales Shares and the subscription and allotment and issue of the Subscription Shares, all pursuant to the terms and conditions of this Agreement;

"Subscription Consideration" has the meaning set forth in Clause 3.1.1;

"Surviving Provisions" means Clauses 1 (Definitions), 3.7 (Return of Deposit), 11 (Confidentiality), 12 (Costs), 13.1 (Successors and Assigns), 13.2 (Assignment), 13.3 (Whole Agreement), 13.4 (Variations), 13.6 (Invalidity), 13.7 (No Waiver), 14 (Notices) and 15 (Governing Law and Arbitration);

"Takeovers Code" means the Hong Kong Code on Takeovers and Mergers;

"Tax" means all forms of tax whether direct or indirect and whether levied by reference to income, profits, gains, asset values or other reference and statutory, governmental or state impositions, duties, contributions, rates and levies, whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and all penalties, charges, costs and interest relating thereto;

"Tax Authority" means any Governmental Authority responsible for Tax;

"Tax Claim" means a Claim relating to the Tax warranties set out in paragraph 6 of Schedule 3;

"Third Payment" has the meaning set forth in Clause 3.2.3;

"Transactions Documents" means this Agreement, the Deed of Taxation Indemnity, the InnoMed Share Purchase Agreement, the Shanghai Ying Sheng Equity Transfer Agreement, the MIV Share Charge, the InnoMed CPS Charge and the Vendor CPS Charge;

"US$" means United States dollar, the lawful currency of the United States of America;

"VAT" means all forms of value added tax imposed in the PRC;

"Vendor CPS Charge" means the share charge in substantially the same form set out in Schedule 7 to be entered into by the Vendor in favour of the Purchaser, pursuant to which such number of the Redeemable CPS set out in Clause 3.5.2 to be issued to the Vendor pursuant to Clause 3.4 are charged in favour of the Purchaser during the lock-up period specified in Clause 3.5.2, subject to Clause 3.6; and

"Warranties" means the representations and warranties given pursuant to Clause 8 and set out in Schedule 3 and "Warranty" means any one of them.

1.2       Modification, etc. of Legislation

Any references, express or implied, to statutes or statutory provisions shall be construed as references to those statutes or provisions as respectively amended or re-enacted or as their application is modified from time to time by other provisions (whether before or after the date of this Agreement) and shall include any statutes or provisions of which they are re-enactments (whether with or without modification) and any orders, regulations, instruments or other subordinate legislation under the relevant statute or statutory provision. References to Sections of consolidating legislation shall, wherever necessary or appropriate in the context, be construed as including references to the Sections of the previous legislation from which the consolidating legislation has been prepared.

1.3       Clauses, Schedules, etc.

References in this Agreement to Clauses, Recitals and Schedules are to clauses in, and recitals and schedules to, this Agreement (unless the context otherwise requires). The Recitals and Schedules to this Agreement shall be deemed to form part of this Agreement.

1.4       Headings

Headings are inserted for convenience only and shall not affect the construction of this Agreement.

1.5       Subsidiary, Holding Company and Undertakings

In this Agreement, the expressions "subsidiary", "subsidiary undertaking", "holding company", and "parent undertaking" shall have the same meanings as their respective definitions in the Companies Ordinance.

1.6       Persons

References to "persons" shall include bodies corporate, unincorporated associations and partnerships (whether or not having separate legal personality).

1.7       Writing

References to "writing" or "written" shall include any methods of producing or reproducing words in a legible and non-transitory form but, for the avoidance of doubt, shall not include e-mail.

1.8       Gender

The masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa.

1.9       Construction of Certain References

1.9.1 In construing this Agreement:

(a)        the rule known as the ejusdem generis rule shall not apply and, accordingly, general words introduced by the word "other" shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; and

(b)        general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.

1.9.2 This Agreement may not be construed adversely to a Party only because that Party was responsible for preparing it.

1.10 Knowledge of the Vendor

Where any statement is to the effect that the Vendor is not aware of any matter or circumstance or is a statement qualified by the expression "so far as the Vendor is aware" or any similar expression, that statement (a) shall be deemed to refer to the knowledge of the Vendor and its directors and shareholders; and (b) shall include a further statement that it has been made after due and careful enquiries.

1.11 Business Day

Where under this Agreement the day on which any act, matter or thing is to be done is a day other than a Business Day, such act, matter or thing shall be done on the immediately succeeding Business Day.

2.         Sale and Purchase of the Sale Shares and Subscription of the Subscription Shares

2.1       Subject to the terms and conditions of this Agreement, the Vendor shall sell, and the

Purchaser (or its designated nominee(s) which is/are the wholly-owned subsidiary/subsidiaries of the Purchaser) shall purchase, the Sale Shares free from all Encumbrances and together with all rights attaching or accruing to them at Completion.

2.2       Subject to the terms and conditions of this Agreement, the Purchaser (or its designated

nominee(s)) shall subscribe, and the Company shall allot and issue to the Purchaser (or its designated nominee(s)), the Subscription Shares at the Subscription Consideration free from all Encumbrances and rank pari passu in all respects with all other Shares that are in issue on the Completion Date together with all rights attaching or accruing to them at Completion.

2.3       The Purchaser shall not be obliged to complete the sale and purchase of any of the

Sale Shares or the subscription of any of the Subscription Shares hereunder unless the sale and purchase of all of the Sale Shares and the subscription of all the Subscription Shares is completed simultaneously, but nothing in this Clause shall be construed as waiving the liability of any Party in respect of any antecedent breach that is the cause of the inability to complete the Subject Transactions simultaneously.

3.         Consideration

3.1       Amount of Consideration

The consideration for the Subject Transactions shall be US$ 100 million (United States Dollars One Hundred Million) (the "Consideration"), which shall be satisfied as follows:

3.1.1 as to US$ 20 million in cash (the "Subscription Consideration") to be paid by the Purchaser for the subscription of the Subscription Shares in accordance with Clause 3.2; and

3.1.2 as to US$ 80 million (the "Purchase Consideration") by the Purchaser allotting and issuing 3,466,700,000 Redeemable CPS (the "Consideration Shares") for the purchase of the Sale Shares in accordance with Clause 3.4.

3.2       Subscription Consideration

Subject to Completion, the Subscription Consideration shall be paid as follows:

3.2.1 subject to the execution and delivery to the Purchaser of the MIV Share Charge by the Vendor in favour of the Purchaser, a refundable deposit of US$ 1 million (United States Dollars One Million) (the "Deposit") shall be paid by the Purchaser into a bank account of the Company or the Vendor designated in writing by the Company within 2 Business Days of the date of this Agreement and the Vendor and the Company shall provide to the Purchaser an official receipt of US$ 1 million (United States Dollars One Million) as payment of the deposit for the InnoMed Cash Consideration from the InnoMed Owner within one Business Day from the date of payment of the Deposit;

3.2.2 subject to the persons designated by the Purchaser having been appointed to be all of the authorised signatories to operate the Designated Account, a further payment of US$ 11 million (United States Dollars Eleven Million) (the "Second Payment") shall be paid by the Purchaser into the Designated Account within 3 Business Days of the Completion Date; and

3.2.3 the balance of US$ 8 million (United States Dollars Eight Million) (the "Third Payment") shall be paid by the Purchaser into the Designated Account within 1 year of the Completion Date.

An irrevocable instruction to remit each of the Deposit into the bank account as designated by the Company, the Second Payment and the Third Payment to the Designated Account in accordance with this Clause 3.2 shall be good and complete discharge of the Purchaser's obligation to pay such amounts.

3.3       Use of Subscription Consideration

3.3.1 Each of the Vendor and the Company jointly and severally undertakes to the Purchaser that the Company shall, and the Vendor shall procure the Company to apply the Deposit as payment of the deposit for the InnoMed Cash Consideration to the InnoMed Owner (the Vendor and the Company undertake that the Deposit shall not be used for any other purpose);

3.3.2 Each of the Vendor and the Company jointly and severally undertakes to the Purchaser and the Purchaser undertakes to the Vendor and the Company that the Company shall, and the Purchaser shall, after Completion, use its reasonable endeavours to procure the Company to, apply the Second Payment as follows:

(a)        as to US$ 4 million for satisfying the balance of the InnoMed Cash Consideration payable by the Company to the InnoMed Owners;

(b)        up to US$ 3 million to be remitted by the Company to the Vendor within a period of 5 Business Days following the day on which the Vendor provides evidence reasonably satisfactory to the Purchaser that CE Mark for the Specified Product for the European Union has been obtained by the Company as reimbursement of costs and expenses incurred and paid by the Vendor for obtaining the aforesaid CE Mark, subject to production of invoices to evidence the costs and expenses incurred and receipts, where available for payment thereof; and

(c)        as to the balance of the Second Payment as working capital of the Shanghai Companies by way of either increasing and contributing to the registered capital of the Shanghai Companies or shareholder's loans; and

3.3.3 Each of the Vendor and the Company jointly and severally undertakes to the Purchaser and the Purchaser undertakes to the Vendor and the Company that the Company shall, and the Purchaser shall, after Completion, use its reasonable endeavours to procure the Company to apply the Third Payment as follows:

(a)        as to US$ 5 million for the purposes of (i) human trial of; and (ii) obtaining approvals of the SFDA and other relevant Governmental Authorities on the Specified Product in the PRC; and

(b)        as to the balance as working capital of the Group or to be used in such other manner as the Purchaser and the Key Management may agree.

3.4       Consideration Shares

Subject to Completion, the Consideration Shares shall be allotted and issued by the

Purchaser credited as fully paid at the issue price of HK$0.18 each as follows:

3.4.1 650,000,000 Redeemable CPS shall, subject to the charge under the InnoMed Owner CPS Charge and the lock-up undertaking described in Clause 3.5.1, be allotted and issued to the InnoMed Owner on such day as provided in the InnoMed Share Purchase Agreement to satisfy the InnoMed Non-cash Consideration;

3.4.2 390,010,000 Redeemable CPS shall, subject to the charge under the Vendor CPS Charge and the lock-up undertaking described in Clause 3.5.2, be allotted and issued to the Vendor on the fifth Business Day following the day on which the Vendor provides evidence reasonably satisfactory to the Purchaser that CE Mark for the Specified Product for the European Union has been obtained by the Company, which is expected to happen within 12 months of Completion;

3.4.3 1,040,010,000 Redeemable CPS shall, subject to the charge under the Vendor CPS Charge and the lock-up undertaking described in Clause 3.5.2, be allotted and issued to the Vendor on the fifth Business Day following the day on which the Vendor provides evidence reasonably satisfactory to the Purchaser that the SFDA has granted approval to Shanghai Ying Sheng for the Specified Product in the PRC, which is expected to happen within 24 months of Completion;

3.4.4 1,386,680,000 Redeemable CPS shall, subject to the charge under the Vendor CPS Charge and the lock-up undertaking described in Clause 3.5.2, be allotted and issued to the Vendor on the fifth Business Day following the day on which the audited annual consolidated financial statements of the Group prepared in accordance the HK GAAP, audited by the auditors of the Purchaser, for any financial year ending on or before 31 December 2012 are delivered to the Purchaser and such accounts show that the audited Consolidated Net Profit After Tax of the Group for any of such financial year is at least HK$ 70 million;

3.4.5 notwithstanding Clauses 3.4.2 to 3.4.4, if (a) the events set forth in both Clauses 3.4.2 and 3.4.4 occur as provided therein but the event set forth in Clause 3.4.3 fails to occur; or (b) the events set forth in both Clauses 3.4.3 and 3.4.4 occur as provided therein but the event set forth in Clause 3.4.2 fails to occur, the batch of the Redeemable CPS not yet issued, attributable to the event in either Clause 3.4.2 or Clause 3.4.3 that has not occurred, shall become issuable to the Vendor on or before the fifth Business Day following the date on which the two events specified in either above paragraph (a) or paragraph (b) of this Clause 3.4.5 have been satisfied, notwithstanding that one but only one out of the two events set out in either Clause 3.4.2 or Clause 3.4.3 fails to occur as described therein; and

3.4.6. if the event set out in Clause 3.4.4 fails to occur as described therein by 1 April 2013, all those Redeemable CPS not yet issued under any one, two or all of Clauses 3.4.2 to 3.4.4 due to the event(s) set out in that Clause or those Clauses failing to occur, the Vendor agrees that those Redeemable CPS attributable to the event or events set out in any one, two or all of the Clauses 3.4.2 to 3.4.4. that has or have not occurred, shall not be issuable to the Vendor and the obligation of the Purchaser under this Agreement to issue such Redeemable CPS shall cease and neither the Vendor nor other interested party shall have any claim against the Purchaser in respect thereof.

3.5 Lock-up Undertakings

Each of the Vendor and the Company jointly and severally agrees and undertakes to the Purchaser that it shall:

3.5.1 procure that the InnoMed Owner shall not convert or exercise the conversion rights attaching to such number of the Redeemable CPS issued to them pursuant to Clause 3.4.1 set out in the first column of the table below or offer, pledge, charge, whether fixed or floating, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or agree to grant any option, right or warrant to purchase or subscribe for, lend, make any short sale or otherwise transfer or dispose of (nor enter into any agreement to transfer or dispose of or otherwise create any options, rights, interests or Encumbrances in respect of), either directly or indirectly, conditionally or unconditionally, all or any of such number of the Redeemable CPS or any rights attaching thereto and shall charge in favour of the Purchaser such number of the Redeemable CPS under the InnoMed CPS Charge during the lock-up period commencing from the date of issue of such Redeemable CPS up to the date set out against such number of the Redeemable CPS in second column of the table below (both dates inclusive):

3.5.2 subject to Clause 3.6, not convert or exercise the conversion rights attaching to the Redeemable CPS issued to the Vendor pursuant to Clauses 3.4.2 to 3.4.4 or offer, pledge, charge, whether fixed or floating, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or agree to grant any option, right or warrant to purchase or subscribe for, lend, make any short sale or otherwise transfer or dispose of (nor enter into any agreement to transfer or dispose of or otherwise create any options, rights, interests or Encumbrances in respect of), either directly or indirectly, conditionally or unconditionally, all or any of such Redeemable CPS or any rights attaching thereto and charge such Redeemable CPS in favour of the Purchaser under the Vendor CPS Charge during the lock-up period commencing from the date of issue of such Redeemable CPS up to 31 August 2013 PROVIDED THAT such number of the Redeemable CPS as equal to 4% of the Redeemable CPS issued to the Vendor under each of Clause 3.4.2, Clause 3.4.3 and Clause 3.4.4 shall not be subject to the restriction in this Clause 3.5.2 unless the Redeemable CPS are issued to the Vendor pursuant to Clause 3.4.5 in which event, all the Redeemable CPS attributable to the event described in either Clause 3.4.2 or Clause 3.4.3 which has not occurred shall be subject to the restriction in this Clause 3.5.2.

3.6       Releases

Notwithstanding anything to the contrary in Clause 3.5.1 and 3.5.2, all the Redeemable CPS issued to the Vendor and the InnoMed Owner respectively under Clause 3.4 shall forthwith be released from the Vendor CPS Charge and the InnoMed Owner CPS Charge and not be subject to the restrictions in Clause 3.5.1 and 3.5.2 if all the events set forth in Clauses 3.4.2 to 3.4.4 have occurred on or before 31 March 2013.

3.7       Return of Deposit

If, for whatever reasons, this Agreement is lapse or otherwise terminated before the Completion Date, the Vendor shall pay or cause to be paid to the Purchaser to the Purchaser's bank account as designated in writing by the Purchaser within 3 Business Days of the lapse or termination of this Agreement, an amount equal to the Deposit paid by the Purchaser in accordance with Clause 3.2.1.

4.         Conditions

4.1       Conditions Precedent

The agreement to sell and purchase the Sale Shares and the subscription and allotment and issue of the Subscription Shares is conditional upon the satisfaction of the following conditions:

4.1.1 Due Diligence: the Purchaser having been satisfied with the results of such enquiries, investigations and due diligence reviews of the business, affairs, operations and financial position of the Group Companies by the Purchaser or any of its officers, employees, agents, professional advisers or other agents as the Purchaser in its discretion deems necessary, desirable or appropriate to undertake;

4.1.2 Valuation: the Purchaser having received a valuation report addressed to each of the board of directors of the Vendor and the Purchaser and prepared and issued by a competent valuer approved by the Purchaser substantially in the same form as set out in Schedule 11, showing a valuation not less than US$ 150 million of the Group;

4.1.3 Shanghai Ying Sheng Equity Transfer Agreement: the Purchaser having been satisfied that the Shanghai Ying Sheng Equity Transfer Agreement has been implemented and completed in accordance with its terms;

4.1.4 Legal Opinions: the Purchaser having received a copy of the legal opinion addressed to the Company and the Purchaser(and in the case of the PRC legal opinion, addressed to the Company with a copy to the Purchaser) in form and substance satisfactory to the Purchaser from the Vendor's legal counsel covering, among others, the following matters:

(a)        the due incorporation and valid subsistence of each of the Group Companies under the laws of its incorporation or establishment;

(b)        each of the Shanghai Companies is a wholly-owned subsidiary of InnoMed and the entire registered capital of each of the Shanghai Companies is registered in the name of InnoMed;

(c)        upon Completion, InnoMed shall be a wholly-owned subsidiary of the Company and the entire issued capital of InnoMed is legally and beneficially owned by and registered in the name of the Company;

(d)       upon Completion, the Company shall be a wholly-owned subsidiary of the Purchaser or its designated nominee(s) and all the outstanding shares of the Company shall be owned by and registered in the name of the Purchaser or its designated nominee(s);

(e)        all the Patents are valid and subsisting and registered in the name of the Company; and

(f)        each of the InnoMed Share Purchase Agreement and the Shanghai Ying Sheng Equity Transfer Agreement is legal, valid and binding and enforceable in accordance with its terms against the parties thereto and the Shanghai Ying Sheng Equity Transfer Agreement having been duly completed in accordance with the terms of the agreement and the relevant PRC laws and approved by the relevant Governmental Authorities in the PRC;

4.1.5 Warranties: the Warranties provided by the Vendor and the Company remaining true and accurate in all respects and not misleading in any respect as of the Completion Date by reference to the facts and circumstances subsisting as at the Completion Date;

4.1.6 Material Adverse Effect: the Purchaser being satisfied that, from the date of this Agreement to the Completion Date, there has not occurred any event or there has not been any change of circumstances which has a Material Adverse Effect;

4.1.7 No Prohibitive Action: no notice, order, judgment, action or proceeding of any court, arbitrator, Governmental Authority, statutory or regulatory body having been served, issued or made which restrains, prohibits or makes unlawful any transaction contemplated by this Agreement or which is reasonably likely to materially and adversely affect the right of the Purchaser to own the legal and beneficial title to the Sale Shares and the Subscription Shares, free from Encumbrances, following the Completion Date;

4.1.8 Approvals: other than the approvals in Clauses 4.1.10 to 4.1.13, all necessary approvals and consents required to be obtained by any member of the Group and/or the Purchaser from any Governmental Authority or other third party in respect of this Agreement and/or the transactions contemplated hereunder having been obtained unconditionally and irrevocably, or where such approval or consent is given subject to conditions, on such conditions as are acceptable to the Purchaser acting reasonably;

4.1.9 Placing: the successful raising of funds by the Purchaser of not less than US$ 30 million (or its HK$ equivalent) by way of placing (the "Placing") of up to 13,000,000,000 existing shares of the Purchaser at the minimum placing price of HK$0.018 per share in the event that the placing is completed before the Capital Reorganisation becoming effective, or up to 1,300,000,000 Ordinary Shares of the Purchaser at the minimum placing price of HK$0.18 per share in the event that the placing is completed on or after the Capital Reorganisation becoming effective;

4.1.10 Capital Reorganisation: the approval by the shareholders of the Purchaser in general meeting of the Capital Reorganisation and the Resolution;

4.1.11 Purchaser Shareholders' Approvals: the approval by the shareholders of the Purchaser in general meeting of (a) this Agreement, the Subject Transactions and any other transactions contemplated under this Agreement; (b) the allotment and issue of the Redeemable CPS under this Agreement; and (c) the allotment and issue of the Ordinary Shares upon exercise of the conversion right attaching to the Redeemable CPS, in accordance and compliance with the Listing Rules;

4.1.12 CCT Telecom Shareholders' Approvals: the approval by the shareholders of CCT Telecom in general meeting of (a) this Agreement, the Subject Transactions and any other transactions contemplated under this Agreement; and (b) the disposal and possible disposal arising from dilution of CCT Telecom's shareholding in the Purchaser as a result of the allotment and issue of the shares in the capital of the Purchaser and the Ordinary Shares upon completion of the Placing and the exercise of the conversion right attaching to the Redeemable CPS respectively, which constitute a very substantial disposal and a possible very substantial disposal respectively for CCT Telecom under the Listing Rules, in accordance and compliance with the Listing Rules; and

4.1.13 Listing Approval: the Listing Committee of the Stock Exchange having granted the listing of, and permission to deal in, on the Stock Exchange, the Ordinary Shares in issue arising from the Capital Reorganisation and the allotment and issue of the Ordinary Shares in the Placing and upon exercise of the conversion right attaching to the Redeemable CPS, all in the capital of the Purchaser.

4.2       Responsibility for Satisfaction

4.2.1 Each of the Vendor and the Company shall use its best endeavours to ensure the satisfaction of the Conditions set out in Clauses 4.1.1 to 4.1.8 as soon as possible after the date of this Agreement but in any event no later than the Long-Stop Date. The Purchaser shall use its best endeavours to ensure the satisfaction of the Conditions set out in Clause 4.1.9 to 4.1.13 as soon as possible after the date of this Agreement but in any event no later than the Long-Stop Date.

4.2.2 Each Party agrees that upon being requested by the other Parties, it shall promptly co-operate with and provide all necessary information and reasonable assistance requested or required by any Governmental Authority in connection with such licences, authorisations, orders, grants, confirmations, permissions, registrations and other approvals necessary or desirable for or in respect of the proposed transactions contemplated by this Agreement.

4.2.3 Each of the Vendor and the Company shall, and shall procure each of the InnoMed Owner, InnoMed, the Shanghai Companies and its shareholders to, provide to the Purchaser on a prompt and expeditious basis all such information and assistance (including but not limited to the audited accounts and/or audited consolidated accounts and accountants' reports on the Group Companies for the three financial years ended 31 December, 2007, 2008 and 2009 and for the six month period ended 30 June 2010 in compliance with the Listing Rules) as would be necessary in order for the Purchaser and CCT Telecom to seek the approval of their respective shareholders pursuant to the Listing Rules as described in Clauses 4.1.11 and 4.1.12 and to obtain the listing approval described in Clause 4.1.13, including but not limited to:

(a)        the provision, for inclusion into any announcements and/or circulars to be issued by the Purchaser and CCT Telecom to their respective shareholders, of all necessary current and historical information relating to the Group Companies, their respective affairs, the shareholding interest of the Vendor, the InnoMed Owner and Mr. Hu in any of the Group Companies, the principal business activities in which each of the Vendor, the InnoMed Owner, Mr. Hu and the Group Companies is engaged as required by the Listing Rules; and

(b)        the provision of confirmations required by the Listing Rules from the Vendor and any of the Group Companies that they are responsible for the truth, accuracy and completeness of information provided hereunder.

4.3       Non-Satisfaction or Waiver

4.3.1 The Purchaser may at any time waive in whole or in part and conditionally or unconditionally any of the Conditions set out in Clause 4.1.1 to 4.1.8 by notice in writing to the Vendor and the Company.

4.3.2 The Vendor shall forthwith give notice to the Purchaser of the satisfaction of each of the Conditions set out in Clauses 4.1.2 to 4.1.8 and in any event within one Business Day after the satisfaction of such Condition.

4.3.3 If the Conditions are not satisfied or waived on or before the Long-Stop Date, this Agreement shall automatically lapse, provided however that (a) the Surviving Provisions shall continue in force following the lapse of this Agreement; and (b) only in circumstances where the Vendor, the Company or the Purchaser has breached the provisions of Clause 4.2.1 or any of the other covenants of the Vendor and/or the Company hereunder to be performed or complied with by the Vendor prior to the Completion, the lapse of this Agreement shall be without prejudice to the rights and liabilities of any Party accrued prior to such lapse. In all other such circumstances, this Agreement shall lapse without liability to any party hereunder.

4.4       Due Diligence

Subject to Clause 11, the Vendor shall (i) give or procure for the Purchaser and/or any persons authorized by it in writing all such access to the books, documents, title deeds, records, returns, approvals, correspondence, accounts and other information of the Group Companies as may reasonably be requested by or on behalf of the Purchaser for the purpose of carrying out the review described in Clause 4.1.1; (ii) for the purpose of such review permit them to take copies of any such books, documents, title deeds, records, returns, approvals, correspondence and accounts (to be returned in the event of termination of this Agreement); and (iii) procure that the directors of the Group Companies give promptly and expeditiously all such information and explanations to any of such persons as may reasonably be requested by such persons for the aforesaid purpose.

5.         Actions Pending Completion

5.1       Vendor's General Obligations

Except to the extent that the Purchaser requires otherwise in writing, the Vendor shall, to the extent that the same is within their powers, procure that pending Completion:

5. 1.1 each Group Company shall carry on its business in the ordinary course so as
to maintain that business as a going concern of the Group, as a whole;

5.1.2 each Group Company shall conduct its business in compliance with all applicable legal, regulatory and administrative requirements in any jurisdiction in which each Group Company operates;

5.1.3 the Purchaser shall, upon prior written notice, be allowed access during normal business hours to (a) the books and records of each Group Company, including, without limitation, the statutory books and records, leases, licences, contracts, details of receivables, Tax records, contracts and customer and supplier lists in the possession or control of any Group Company, together with the right to take copies thereof; and (b) the management and premises used by any Group Company;

5.1.4 the Vendor shall procure that each Group Company shall provide all reasonable co-operation to the Purchaser with regard to the management and operations of the Group Companies. The Vendor shall consult with, and shall cause each Group Company to consult with, the Purchaser with respect to any action which is reasonably likely to affect the business of any Group Company in a material respect. The Vendor shall provide, and shall cause the Group Companies to provide, to the Purchaser such information as it may reasonably request in writing for this purpose;

5.1.5 each Group Company shall take all reasonable steps to preserve its assets (including, without limitation, the goodwill of its business);

5.1.6 each Group Company shall take all reasonable steps consistent with past practice to preserve the validity of its Intellectual Property, including but not limited to the Patents; and

5.1.7 neither the Vendor nor any of its Affiliates shall take any action or cause any omission pending Completion (a) that is reasonably likely to be materially adverse to the relationship of any Group Company with its customers, suppliers, lessor(s), licensor(s) or other business associate whose relationship with such Group Company is material to such Group Company or the Group as a whole; or (b) that is designed to, or causes, any customer, supplier, lessor, licensor or other business associate of any Group Company whose relationship with such Group Company is material to such Group Company or the Group as a whole to terminate or adversely amend their existing contractual arrangement with any Group Company.

5.2       Restrictions on the Vendor

Without prejudice to the generality of Clause 5.1, the Vendor shall procure that each Group Company shall confer with the Purchaser in relation to all material matters concerning the management of such Group Company in the period between the date of this Agreement and Completion and during such period shall procure that each Group Company shall not, except as may be required to give effect to and comply with the Transactions Documents, without the prior written consent of the Purchaser:

5.2.1 issue or agree to create or issue any share, warrant or other securities or loan capital or grant or agree to grant any option over or right to acquire or convert into any share or loan capital, reduce or redeem any of its share or registered capital or otherwise take any action which might result in the Purchaser acquiring on Completion a percentage interest in the Company lower than that contemplated in this Agreement; the Company reducing its equity interest in the InnoMed or InnoMed reducing its equity interest in each of the Shanghai Companies;

5.2.2 consolidate, sub-divide, convert and/or cancel or vary the rights of any of its authorised or issued share capital;

5.2.3 whether directly or indirectly, create any fixed or floating charge, lien or other Encumbrance over the whole or any part of its issued shares, securities and/or properties and assets (including the Patents);

5.2.4 alter its memorandum and articles of association (or equivalent constitutional documents);

5.2.5 change or enter into agreement to change the composition of its board of directors;

5.2.6 purchase or redeem any share or provide financial assistance for any such purchase;

5.2.7 make any change in the nature, scope or organisation of its business or dispose of the whole of its business undertaking or property or a substantial part thereof;

5.2.8 acquire or form any subsidiary or acquire any shares or make any capital investment in any person or acquire the whole or any substantial part of the business undertaking, assets or business of any other person or enter into any joint venture or partnership with any other person;

5.2.9 acquire or take any option or right of pre-emption in respect of any material asset or any interest therein or sell, transfer or otherwise dispose of any assets of whatsoever nature except in the ordinary course of business and for a fair consideration;

5.2. 10 purchase, lease or assume possession of any real property or grant any lease or third party right in respect of any of the real property currently held;

5.2.11 amend, change or terminate the terms of the InnoMed Share Purchase
Agreement and the Shanghai Ying Sheng Equity Transfer Agreement;

5.2.12 permit any of the Patents, its licenses, permits, approvals granted by Governmental Authority to lapse or do anything which would cancel or make any of those licenses, permits, or approvals void or invalid;

5.2.13 enter into any contract or incur any commitment involving any capital expenditure in excess of US$50,000.00 individually or US$200,000.00 in the aggregate ;

5.2.14 incur any commitment which is not capable of being terminated without compensation at any time within three months' notice or less or which is not in the ordinary and usual course of business or which involves or may involve total annual expenditure in excess of US$ 100,000.00;

5.2.15 incur any borrowings or incur any indebtedness other then the InnoMed Shareholder Loan in excess of US$25,000.00 otherwise than in the ordinary course of business;

5.2.16 save as required by law or as required in accordance with the terms of the relevant employment contracts, make any amendment to the terms and conditions of employment (including, without limitation, remuneration, pension and other benefits) of any employee, provide or agree to provide any gratuitous payment or benefit to any such person or any of their dependents, or dismiss any employee or engage or appoint any additional employee;

5.2.17 acquire or agree to acquire or dispose of or agree to dispose of any asset (including the Patents and other intangible assets) the value of which exceeds US$100,000.00, otherwise than in the ordinary course of business;

5.2.18 enter into any guarantee, indemnity or other agreement to secure any obligation of a third party or create any Encumbrance over any of the relevant Group Company's assets (including the Patents) or undertaking;

5.2.19 enter into any insurance contract ;

5.2.20 acquire or agree to acquire any share, shares or loan capital or other security or equity of any kind in any person;

5.2.21 declare, authorise, make or pay any dividend or other distribution to shareholders (whether in cash, stock or in kind);

5.2.22 make any change to the relevant Group Company's accounting practices or policies or amend the relevant Group Company's memorandum or articles of association or equivalent constitutional documents;

5.2.23 commence any litigation or arbitration proceedings or comprise or settle any litigation or arbitration proceedings or any action, demand or dispute or waive a right in relation to litigation or arbitration proceedings;

5.2.24 make or agree to make any payment in excess of US$200,000.00whether in a single payment or a series of related payments, in each case, other than in the ordinary course of business;

5.2.25 pass any shareholder or board resolution for the winding-up or for the appointment of an administrator, administrative receive, receive, liquidator or similar in respect of any Group Company, or the increase or reduction of the share or registered capital of any Group Company;

5.2.26 release, discharge or compound any liability or claim, where such liability or claim exceeds US$ 100,000.00;

5.2.27 make or agree to make any payment to any Vendor, the InnoMed Owner, Mr. Hu or any of their respective Affiliate;

5.2.28 enter into any transaction or arrangement other than for full consideration and on arm's length terms, including to give or receive any service otherwise than at market value;

5.2.29 enter into any long term, abnormal or unusual contract including to enter into or vary any contract or assume any liability which is outside the ordinary or proper course of the business of the Group Companies;

5.2.30 do any act or thing which would have a Material Adverse Effect; or 5.2.31 negotiate or agree, conditional or otherwise, to do any of the foregoing.

6.         Completion

6.1       Date and Place

Completion shall take place on the Completion Date at the offices of the Purchaser (or such other time and place as the Purchaser and the Vendor may agree in writing) when all (but not some only) of the events described in this Clause 6 shall occur.

6.2       Vendor's Obligations

At Completion, each of the Vendor and the Company shall cause to be delivered to the Purchaser:

(a)        evidence to the satisfaction of the Purchaser of the satisfaction of the Conditions set out in Clauses 4.1.2 to 4.1.7;

(b)        a copy of the board resolutions duly passed by the directors of the Vendor approving the sale of the Sale Shares, the allotment and issue of the Subscription Shares by the Company and any other transactions contemplated in this Agreement and authorizing the execution of, and the performance by the Vendor of its obligations under each of the Transaction Documents to which it is a party, certified as a true copy by a director of the Vendor;

(c)        a copy of the resolutions duly passed by the members of the Vendor approving the sale of the Sale Shares, the allotment and issue of the Subscription Shares by the Company and any other transactions contemplated in this Agreement and authorizing the execution of, and the performance by the Vendor of its obligations under each of the Transaction Documents to which it is a party, certified as a true copy by a director of the Vendor;

(d)       in respect of the Sale Shares (i) the existing share certificate(s) in respect of the Sale Shares issued in the name of the Vendor; (ii) transfer instrument(s) executed by the Vendor in respect of the transfer of the Sale Shares to the Purchaser or its designated nominee(s); and (iii) any power of attorney under which any such transfer instruments are executed;

(e)        (if required by the Purchaser) irrevocable power of attorney (in such form as the Purchaser may require) executed by the Vendor in favour of the Purchaser or its designated nominee(s) to enable the Purchaser or its designated nominee(s) (pending registration of the relevant transfer instrument(s)) to exercise all voting and other rights attaching to the Sale Shares and to appoint proxies for this purpose;

(f)        the written resignations of those directors and secretary of each Group Company who shall not continue his office as a director or secretary (as the case may be) to take effect on the Completion Date, with an acknowledgement signed by each of them to the effect that he has no claim against such Group Company;

(g)        a certificate of the Vendor confirming that:

(i)         the Warranties remain true and accurate and not misleading as at the Completion Date;

(ii)        all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date have been performed;

(iii)       it is not aware of the occurrence of any event or any change of circumstances which has a Material Adverse Effect; and

(iv)       it is not aware of any notice, order, judgment, action or proceeding of any court, arbitrator, Governmental Authority, statutory or regulatory body having been served, issued or made which restrains, prohibits or makes unlawful any transaction contemplated by this Agreement or which is reasonably likely to materially and adversely affect the right of the Purchaser to own the legal and beneficial title to the Sale Shares and the Subscription Shares, free from Encumbrances;

(h)        the Deed of Taxation Indemnity, the Vendor CPS Charge and the InnoMed Owner CPS Charge, all duly executed by all parties thereto (other than the Purchaser);

(i)         service agreement in forms and substance approved by the Purchaser duly executed by the relevant Group Company with each member of the Key Management;

(j)         a copy of the board resolutions of the Company certified true by an existing director of the Company evidencing the approval of (i) the transfer of the Sale Shares by the Vendor to the Purchaser or its designated nominee(s); (ii) the subscription of the Subscription Shares by the Purchaser or its designated nominee(s) and the allotment and issue of the Subscription Shares by the Company; (iii) the resignations referred to in Clause 6.2(f); (iii) the appointment of such persons nominated by the Purchaser as new directors of the Company such that not more than one-third of the members of the board of directors of the Company shall be members of the Key Management with the remaining members of the board being persons nominated by the Purchaser; and (iv) alteration of the bank mandates, if any, of the bank accounts of the Group Company with effect from Completion in the manner specified by the Purchaser;

(k)        a copy of the board resolutions of each Group Company other than the Company certified true by an existing director of such Group Company evidencing the approval of (i) the resignations referred to in Clause 6.2(e); (ii) the appointment of such persons nominated by the Purchaser as new directors of such Group Company such that not more than one-third of the members of the board of directors of the Company shall be members of the Key Management with the remaining members of the board being persons nominated by the Purchaser; and (iii) alteration of the bank mandates, if any, of such Group Company with effect from Completion in the manner specified by the Purchaser;

(l)         in respect of each Group Company (i) the statutory books and minute books (which shall be written up to but not including the Completion Date); (ii) the memorandum and articles of association and bye-laws or other equivalent constitutional documents; (iii) the certificate of incorporation (and any certificate of incorporation on change of name) or equivalent documents; (iv) the business registration certificate or licence (if any); (v) tax returns relating to unresolved assessments or for the current and past fiscal years (if any) (vi) common seal (if any); (vii) title documents (if any); and (viii) all material correspondence with external parties, if any, including with its lawyers or accountants or with any tax or revenue departments in relation to the affairs of any of the Group Companies;

(m)       a certificate of good standing issued by the Registrar of Corporate Affairs in the British Virgin Islands in respect of the Company dated no earlier than seven (7) Business Days prior to the Completion, certifying that the relevant company is on the Register of Companies, has paid all required fees, and is in good standing under the laws of the British Virgin Islands;

(n)        a certificate of incumbency in respect of the Company dated no earlier than seven (7) Business Days prior to the Completion in form satisfactory to the Purchaser;

(o)        a copy of the legal opinion(s) issued by the Vendor's counsel(s) dated the Completion Date and addressed to the Company, in form and substance satisfactory to the Purchaser, in accordance with Clause 4.1.4;

(p)        all certificates, instruments and documents deliverable to the Purchaser under clause 3 of the Vendor CPS Charge and clause 3 of the InnoMed Owner CPS Charge;

(q)        a copy of the board resolutions of the Company certified true by an existing director of the Company evidencing the approval of the purchase by the Company of the entire issued share capital in and the InnoMed Shareholder's Loan of InnoMed from the InnoMed Owner;

(r)        a copy of the board resolutions of InnoMed certified true by an existing director of InnoMed and an existing director of the Company evidencing the approval of the transfer of the entire issued share capital in and assignment of the InnoMed Shareholder's Loan of InnoMed by the InnoMed Owner to the Company;

(s)        in respect of the transfer of all the issued shares in InnoMed to the Company (i) the existing share certificate(s) in respect of all the issued shares which represent the entire issued share capital in InnoMed issued in the name of the InnoMed Owner; (ii) transfer instrument(s) executed by the InnoMed Owner in respect of the transfer of the issued shares in (i) above to the Company; (iii) any power of attorney under which any such transfer instruments are executed; (iv) new share certificate(s) which cover all the shares in InnoMed to be transferred to the Company duly allotted and issued by the Company and approved by the board of directors of InnoMed; and (v) deed of assignment of the InnoMed Shareholder's Loan, duly executed by the InnoMed Owner and InnoMed in favour of the Company; and

(t)        the Completion Accounts.

6.3       Purchaser's Obligations

At Completion, the Purchaser shall cause to be delivered to the Vendor:

(a)        a copy of the board resolutions duly passed by the directors of the Purchaser
approving the purchase of the Sale Share, the subscription of the Subscription Shares and any other transactions contemplated in this Agreement and authorising the execution of, and the performance by the Purchaser of its obligations under this Agreement, the MIV Share Charge, the Vendor CPS Charge and the InnoMed Owner CPS Charge, certified as a true copy by a director of the Purchaser;

(b)        duly completed instrument of transfer with respect to the transfer of the Sale
Shares; and

(c)        duly completed application for subscription of the Subscription Shares.

6.4       Simultaneous Completion

The Purchaser or its designated nominee(s) shall not be obliged to complete the sale and purchase of any of the Sale Shares and the subscription of Subscription Shares unless the sale and purchase of all the Sale Shares and the subscription of all the Subscription Shares is completed simultaneously.

6.5 Right to Terminate

If the foregoing provisions of this Clause 6 are not fully complied with by the Vendor (the "Defaulting Party") by or on the date set for Completion, the Purchaser (the "Non-Defaulting Party") shall be entitled (in addition to and without prejudice to all other rights or remedies available to the Non-Defaulting Party including the right to claim damages) by written notice to the Defaulting Party served on such date to:

6.5.1 effect Completion so far as practicable having regard to the defaults which have occurred;

6.5.2 fix a new date for Completion (being a date no later than five Business Days after the agreed date for Completion), in which case the foregoing provisions of Clause 6.2 and 6.3 shall apply to Completion as so deferred; or

6.5.3 elect to terminate this Agreement, whereupon all rights and obligations of the Parties shall cease to have effect, provided however that (a) the Surviving Provisions shall continue in force following the termination of this Agreement; and (b) the termination of this Agreement shall be without prejudice to the rights and liabilities of each Party accrued prior to such termination.

7.         Post Completion Management

7.1 Management of the Company

The Purchaser agrees that for the period ending no earlier than 31 March 2013 after Completion, the medical device business of the Group shall be primarily operated by the Key Management without interference in the operations by persons who are not experienced in the industry provided that (i) all financial and accounting matters of the Group shall be managed by a professionally qualified financial controller nominated by the Purchaser and (ii) in the event of a material breach of any of the service agreements entered into by any member of the Key Management, the Purchaser may, in its absolute discretion, determine his or her employment in accordance with the terms of the service agreement.

7.2       Incentive to the Key Management

In the event that the annual audited Consolidated Net Profit After Tax of the Group prepared under the HKGAAP and audited by the auditors of the Purchaser exceeds RMB 100 million (Renminbi One Hundred Million) (or the equivalent in HK$) for any financial year after Completion, the Purchaser agrees that it shall initiate and undertake discussions in good faith with the Key Management and resolve on the best possible way to realize the most potential from the medical device business engaged by the Group, (a) by way of free stock options to the Key Management up to, in aggregate, 10% of the entire issued share capital of the holding company of the Group subject to the capital market activities referred to in (b) below and the free stock options to the Key Management in the holding company of the Group subject to the capital market activities referred to in (b) below shall be increased, in aggregate, to 12% of the entire issued share capital of the holding company of the Group subject to the capital market activities referred to in (b) below in the event that the annual audited Consolidated Net Profit After Tax of the Group prepared under the HKGAAP and audited by the auditors of CCT Tech exceeds RMB 150 million (Renminbi One Hundred and Fifty Million) (or the equivalent in HK$) for any financial year after Completion and for the avoidance of doubt, the free stock option in such holding company as aforesaid to be granted to the Key Management shall only be granted once and shall not be granted on an annual basis; and (b) the Purchaser agrees to consider capital market activities including a spin-off or a trade sale of the Group, whichever is most appropriate given the market conditions at the relevant time. The grant of the free stock options in such holding company as aforesaid to the Key Management and/or the capital market activities are subject to compliance with the Listing Rules and other applicable regulatory requirements and where applicable, the approval of the shareholders of the Purchaser at a special general meeting of the Purchaser.

8.         Warranties, Indemnities and Guarantee

8.1       True and Accurate

Each of the Vendor and the Company hereby jointly and severally represents, warrants and undertakes to and with the Purchaser that:

8.1.1 each Warranty is true and accurate and not misleading in any respect as at the date of this Agreement; and

8.1.2 each Warranty shall be true and accurate and not misleading in any respect as at Completion as if they had been given again at Completion and for this purpose only, where there is an express or implied reference in a Warranty to "the date of this Agreement", that reference is to be construed as a reference to Completion.

8.2       Reliance

Each of the Vendor and the Company acknowledges that the Purchaser has entered into this Agreement in reliance upon the Warranties given by the Vendor and the Company, and has been induced by them to enter into this Agreement. The Purchaser acknowledges that the Vendor and the Company have entered into this Agreement in reliance upon the Warranties given by the Purchaser, and has been induced by them to enter into this Agreement.

8.3       Separate and Independent

Each of the Warranties shall be separate and independent and, save as expressly provided to the contrary, shall not be limited by reference to or inference from any other Warranty or any other term of this Agreement.

8.4       Purchaser's Knowledge

No information relating to the Group or the Vendor of which the Purchaser or any of its Affiliates or its or their directors, officers, employees, agents or advisors has knowledge (actual or constructive) and no investigation by or on behalf of the Purchaser shall prejudice any claim made by the Purchaser under the Warranties or any other provision of this Agreement or operate to reduce any amount recoverable, and liability in respect thereof shall not be confined to breaches discovered before Completion.

8.5 Act or Omission

Each of the Vendor and Company shall and shall procure that (save only as may be necessary to give effect to this Agreement or with the prior written consent or at the written request of the Purchaser) neither they nor, to the extent that the same is within their respective powers, any Group Company shall do, allow or procure any act or omission before Completion which would be reasonably likely to constitute a breach of any of the Warranties in any respect if they were given at or any time prior to Completion or which would make any of the Warranties untrue, inaccurate or misleading if they were so given.

8.6       Disclosure Prior to Completion

Each of the Vendor and the Company agrees to promptly disclose to the Purchaser in writing immediately upon becoming aware of any fact, condition, change, matter, event or circumstance (including any omission to act) which may arise or become known to it after the date of this Agreement and prior to Completion which:

8.6.1 constitutes a breach of any of the Warranties made by the Vendor and the Company in Clause 8.1; or

8.6.2 has, or would reasonably be expected to have, a Material Adverse Effect.

For the avoidance of doubt, no such disclosure given pursuant to this Clause 8.5 following the date of this Agreement shall be deemed to qualify or limit in any way any of the Warranties.

8.7       Indemnity in respect of the Warranties

From and after the Completion, each of the Vendor and Company hereby jointly and severally covenants and undertakes to and with the Purchaser to indemnify and hold harmless the Purchaser and its Affiliates, or at the Purchaser's direction any Group Company, from and against any and all Costs which they may at any time and from time to time sustain, incur or suffer as a result of or arising from any breach of any of the representations made by the Vendor in Clause 8.1 up to a maximum of US$100 million provided that the Vendor may, subject to compliance with all applicable laws and regulations, satisfy such Costs by delivering to the Purchaser the Redeemable CPS for redemption by the Purchaser at a price of HK$0.18 per Redeemable CPS.

8.8 Authority and Capacity of the Vendor and the Company

Each of the Vendor and the Company hereby jointly and severally represents, warrants and undertakes to and with the Purchaser that each of the following statements is at the date of this Agreement, and shall at Completion be, true and accurate and not misleading:

8.8.1 each of the Vendor and the Company and the InnoMed Owneris an entity duly organised and validly existing under the laws of its jurisdiction of incorporation or establishment;

8.8.2 each of the Vendor, the Company and the InnoMed Owner has the legal right and full power and authority to enter into and perform this Agreement and any other Transactions Documents to which it is a party, which when executed shall constitute valid and binding obligations on it, in accordance with their respective terms;

8.8.3 the execution, delivery and performance of this Agreement and any other Transactions Documents by each of the Vendor, the Company and the InnoMed Owner to which each of the Vendor, the Company and the InnoMed Owner is a party has been duly authorised and approved by all necessary corporate (or equivalent) action and no other corporate (or equivalent) approval is required by it;

8.8.4 the execution and delivery of, and the performance by each of the Vendor, the Company and the InnoMed Owner of its obligations under, this Agreement and any other Transactions Documents to which it is a party shall not (a) result in a breach of (i) any provision of its memorandum or articles of association or equivalent constitutional documents to the extent applicable; or (ii) any law, regulation, order, judgment or decree applicable to it; or (b) require any consent or approval of any Governmental Authority; and

8.8.5 each of the Transactions Documents shall be legal, valid and binding and enforceable against each party thereto (other than the Purchaser) in accordance with its terms.

8.9       Warranties of the Purchaser

The Purchaser represents, warrants and undertakes to the Company and the Vendor that each of the following statements is at the date of this Agreement, and shall at Completion be, true and accurate and not misleading:

8.9.1 the Purchaser is an entity duly organised and validly existing under the laws of its jurisdiction of incorporation or establishment;

8.9.2 subject to Clause 4.1, the Purchaser has the legal right and full power and authority to enter into and perform this Agreement and any other Transactions Documents to which it is a party, which when executed shall constitute valid and binding obligations on it, in accordance with their respective terms;

8.9.3 subject to Clause 4.1, the execution, delivery and performance of this Agreement and any other Transactions Documents to which the Purchaser is a party has been duly authorised and approved by all necessary corporate (or equivalent) action and no other corporate (or equivalent) approval is required by it;

8.9.4 subject to Clause 4.1, the execution and delivery of, and the performance by the Purchaser of its obligations under, this Agreement and any other Transactions Documents to which it is a party shall not (a) result in a breach of (i) any provision of its constitutional documents; or (ii) any law, regulation, order, judgment or decree applicable to it; or (b) require any consent or approval of any Governmental Authority;

8.9.5 subject to Clause 4.1 and Completion, the Redeemable CPS to be issued to the Vendor and the InnoMed Owner pursuant to this Agreement shall, on Completion be duly authorised and upon issue, shall be validly allotted, issued, and fully paid up and free from all Encumbrances;

8.9.6 subject to Clause 4.1, Completion and subject to the terms of this Agreement, the Redeemable CPS issued to the Vendor and the InnoMed Owner shall be capable of being converted into ordinary shares of the Purchaser which shall be listed and can be dealt with on the Stock Exchange; and

8.9.7 the Purchaser is not in breach of any rules, regulations or requirements of the Stock Exchange or its listing agreement made with the Stock Exchange (and, without limiting the foregoing, all announcements, other disclosures, registrations and filings required to be made by the Purchaser under or in accordance with any such rules, regulations or requirements, or pursuant to such listing agreement, have been duly made); the Purchaser has complied and will comply with all other applicable rules, regulations and other requirements

material or relevant to the transactions contemplated by this Agreement (including rules governing restrictions on and/or disclosure of dealings) and, to the best of its knowledge, is not aware of any breach of any such rule, regulation or other requirement by any person.

8.10 Vendor's Guarantee

8.10.1 The Vendor guarantees unconditionally and irrevocably the due and punctual observance and performance by the Company of all the agreements, obligations, commitments and undertakings contained in this Agreement and the other Transactions Documents (the "Guaranteed Obligations").

8.10.2 Without prejudice to the Purchaser's rights against the Company, as between the Purchaser and the Vendor, the Vendor shall be liable under Clause 8.10.1 as if it were the sole principal debtor and not merely a surety, and the liability of the Vendor under Clause 8.10.1 shall not be released, discharged or diminished by any amendment, variation, compounding, compromise or release of the Guaranteed Obligations or any forbearance, neglect or delay in enforcing or seeking performance of the Guaranteed Obligations or any granting of time for such performance, indulgence or other relief to the Company in respect of such performance.

8.10.3 The guarantee provided by the Vendor in this Clause 8.10 is to be a continuing guarantee and accordingly is to remain in force until all Guaranteed Obligations shall have been performed or satisfied. This guarantee shall cover all Guaranteed Obligations notwithstanding the liquidation, insolvency, dissolution, incapacity or any change in the constitution of the Company until the last claim whatsoever against the Company has been satisfied in full.

8.10.4 Should any Guaranteed Obligation which, if valid or enforceable, would be the subject of the guarantee in this Clause 8.10, be or become wholly or in part invalid or unenforceable against the Company by reason of any defect in or insufficiency or want of powers or authorisation of the Company or irregular or improper purported exercise thereof or breach or want of authority by any person purporting to act on behalf of the Company or because any of the rights have become barred by reason of any legal limitation (save for any statutory limitation period), disability, incapacity or any other fact or circumstance whether or not known to the Company, the Vendor shall nevertheless be liable to the Purchaser notwithstanding the avoidance or invalidity of any term or condition of this Agreement whatsoever (including, without limitation, avoidance under any enactment relating to liquidation) in respect of that Guaranteed Obligation as if the same were wholly valid and enforceable.

8.10.5 The Purchaser shall not be obliged before exercising any of the rights, powers or remedies conferred upon them by this Clause 8.10 or by law to (a) make any demand on the Company, (b) take any action or obtain judgment in any court against the Company or (c) make or file any claim or proof in a winding up or dissolution of the Company. The guarantee provided by the Vendor in this Clause 8.10 may be enforced against it by the Purchaser at any time without first instituting legal proceedings against the Company in the first instance or joining in the Company as a party in the same proceedings against it.

8.11 Limitation on the liability of the Company and the Vendor

Subject to any specific indemnity in this Agreement and the provisions of the InnoMed Owner CPS, the Vendor CPS Charge and the Deed of Taxation Indemnity:

8.11.1 each of the Company and the Vendor shall not be liable in respect of a Claim to the extent that the facts and circumstances directly giving rise to the Claim or claim have been fairly and accurately disclosed in this Agreement;

8.11.2 each of the Company and the Vendor shall not be liable for any Claim unless the Purchaser gives written notice to the Vendor and/or the Company of any matter or event which may give rise to the Claim as soon as practically after the Purchaser becomes aware of such matter or event together with reasonable details of the nature of such Claim then known to the Purchaser;

8.11.3 each of the Company and the Vendor shall not be liable for any General Claim unless the Purchaser gives written notice containing reasonable details of the nature of the General Claim, including, to the extent practicable, the Purchaser's estimate of the amount of the General Claim, to the Company and/or the Vendor on or before the date being three (3) years from Completion. The Vendor shall not be liable for any Tax Claim unless the Purchaser gives written notice containing reasonable details of the nature of the Tax Claim, including the Purchaser's estimate of the amount of the Tax Claim, to the the Company and/or the Vendor on or before the date being seven (7) years from Completion. The Company and the Vendor undertakes to the Purchaser that it shall notify the Purchaser immediately upon it becoming aware of any circumstances which may give rise to a Claim;

8.11.4 to the extent that a Claim arises out of a liability which at the time that it is notified to the Company and/or the Vendor is contingent only, the Company and/or the Vendor shall not be under any obligation to make any payment to the Purchaser until the liability ceases to be contingent;

8.11.5 a Claim shall not be enforceable against the Company and/or the Vendor and shall be deemed to have been withdrawn, and no new Claim may be made in respect of the facts giving rise to such Claim, unless legal proceedings in respect of such Claim are commenced (by being issued and served):

within 6 months of the such Claim ceasing to be contingent, if the Claim is based upon what, at the time of service of notice of the Claim on the Company and/or the Vendor, was a contingent liability; and

within 12 months of service of notice of the Claim on the Company and/or the Vendor with regard to any other Claim;

8.11.6 the aggregate amount of the liability of the Vendor in respect of the aggregate of all Claims shall not exceed a maximum of US$100 million provided that the Vendor may subject to compliance with all applicable laws and regulations, satisfy such Claims by delivering to the Purchaser the Redeemable CPS for redemption by the Purchaser at a price of HK$0.18 per Redeemable CPS.;

8.11.7 the Company and/or Vendor shall have no liability in respect of any Claim unless the amount of the Claim (excluding interest and costs) exceeds US$1,000,000 in which case the Company and/or the Vendors shall be liable for the entire amount and not merely the excess. For this purpose, if a Claim relates to more than one event or circumstance which would separately constitute a Claim that Claim shall be treated as a separate Claim in respect of each event or circumstance;

8.11.8 each of the Company and the Vendor shall not be liable in respect of a Claim to the extent that the Claim would not have arisen but for an act or omission of the Purchaser after Completion or to the extent that the Claim would not have arisen but for a breach of this Agreement by the Purchaser;

8.11.9 each of the Company and the Vendor shall not be liable in respect of a Claim to the extent that the Claim arises or is increased as a result of:

(a)        a change in law, administrative practice or published interpretation of the law, after the date of this Agreement;

(b)        any change in generally accepted accounting practice after the Management Accounts Date;

(c)        any change in the accounting policies or practice of the Purchaser, its subsidiaries (other than the Group Companies), its parent companies, subsidiaries of its parent companies, after the Management Accounts Date; or

(d)       the passing of any legislation, or making of any subordinate legislation after the date of this Agreement.

8.11.10 each of the Company and the Vendor shall not be liable in respect of a Claim to the extent that the Claim relates to any matter adequately provided for, or included as a liability or disclosed, in the Management Accounts and/or the Completion Accounts;

8.11.11nothing in this Clause 8.11 restricts or limits the general obligation at law of each of the Purchaser and the Group Companies to mitigate any loss or damage which it may suffer or incur as a consequence of any breach of any Warranty or any other provision of this Agreement or in relation to any other matter, event or circumstance which gives rise to a Claim. Where the Company and/or the Vendor is or may become under any obligation to make any payment to the Purchaser pursuant to this Agreement the Purchaser shall act reasonably in relation to matters giving rise to such payment and take all reasonable steps to mitigate the loss in respect of which the payment is or may become due;

8.11.12 the Purchaser agrees that it shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any one shortfall, damage, deficiency, breach or other set of circumstances which give rise to one or more Claims. For this purpose, recovery by the Group Companies shall be deemed to be recovery by the Purchaser;

8.11.13 each of the Company and the Vendor shall not be liable to the Purchaser for any indirect or consequential loss, loss of profit or punitive damages;

8.11.14 each of the Company and the Vendor shall not be liable for any Claim arising from any loss suffered or payment made by the Purchaser or any Group Company which would not have been suffered or made had such company not given warranties to any person (other than the Purchaser) acquiring all or part of the shares in or assets or undertaking of any Group Company on or after Completion;

8.11.15this Clause 8.11 applies notwithstanding any other provision of this Agreement to the contrary and shall not cease to have effect as a consequence of any rescission or termination of any other provisions of this Agreement; and

8.11.16the limitations on the liability of the Company and the Vendor set out in this Clause 8.11 shall not apply in relation to the Vendor to the extent that the Claim is in respect of the fraud of the Vendor.

8.12 Limitation on the Purchaser's liability

8.12.1 The Purchaser shall not be liable in respect of a Claim to the extent that the facts and circumstances directly giving rise to the Claim or claim have been fairly and accurately disclosed to the Vendor and the Company prior to Completion.

8.12.2 The Purchaser shall not be liable for any Claim unless the Vendor and the Company gives written notice to the Purchaser of any matter or event which may give rise to the Claim reasonably after the Vendor and the Company become aware of such matter or event together with reasonable details of the nature of such Claim then known to the Vendor and the Company.

8.12.3 The Purchaser shall not be liable for any General Claim unless the Vendor and the Company gives written notice containing reasonable details of the nature of the General Claim, including, to the extent practicable, the Vendor and the Company's estimate of the amount of the General Claim, to the Purchaser on or before the date being three (3) years from Completion. The Purchaser undertakes to the Vendor and the Company that it shall notify the Vendor and the Company immediately upon it becoming aware of any circumstances which may give rise to a Claim.

8.12.4 To the extent that a Claim arises out of a liability which at the time that it is notified to the Purchaser is contingent only, the Purchaser shall not be under any obligation to make any payment to the Vendor and the Company until the liability ceases to be contingent.

8.12.5 A Claim shall not be enforceable against the Purchaser and shall be deemed to have been withdrawn, and no new Claim may be made in respect of the facts giving rise to such Claim, unless legal proceedings in respect of such Claim are commenced (by being issued and served):

within 6 months of the such Claim ceasing to be contingent, if the Claim is based upon what, at the time of service of notice of the Claim on the Purchaser, was a contingent liability; and

within 12 months of service of notice of the Claim on the Purchaser with regard to any other Claim.

8.12.6 The aggregate amount of the liability of the Purchaser in respect of the
aggregate of all Claims shall not exceed a maximum of US$ 100 million.

8.12.7 The Purchaser shall have no liability in respect of any Claim unless the amount of the Claim (excluding interest and costs) exceeds US$1,000,000 in which case the Purchasers shall be liable for the entire amount and not merely the excess. For this purpose, if a Claim relates to more than one event or circumstance which would separately constitute a Claim that Claim shall be treated as a separate Claim in respect of each event or circumstance.

8.12.8 The Purchaser shall not be liable in respect of a Claim to the extent that the Claim would not have arisen but for an act or omission of the Vendor and/or the Company after Completion or to the extent that the Claim would not have arisen but for a breach of this Agreement by the Vendor and/or any of the Group Companies.

8.12.9 The Purchaser shall not be liable in respect of a Claim to the extent that the Claim arises or is increased as a result of:

a change in law, administrative practice or published interpretation of the law, after the date of this Agreement; or

the passing of any legislation, or making of any subordinate legislation after the date of this Agreement.

8.12. 10 Nothing in this Clause 8.12 restricts or limits the general obligation at law of each of the Purchaser and its subsidiaries to mitigate any loss or damage which it may suffer or incur as a consequence of any breach of any Warranty or any other provision of this Agreement or in relation to any other matter, event or circumstance which gives rise to a Claim. Where the Purchaser is or may become under any obligation to make any payment to the Purchaser pursuant to this Agreement the Purchaser shall act reasonably in relation to matters giving rise to such payment and take all reasonable steps to mitigate the loss in respect of which the payment is or may become due;

8.12.11 The Vendor and the Company agrees that it shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any one shortfall, damage, deficiency, breach or other set of circumstances which give rise to one or more Claims.

8.12.12 The Purchaser shall not be liable to the Vendor and the Company for any indirect or consequential loss, loss of profit or punitive damages;

8.12.13 The Purchaser shall not be liable to any Claim arising from any loss suffered or payment made by the Vendor and the Company or any Group Company which would not have been suffered or made had such company not given warranties to any person (other than the Vendor) acquiring all or part of the shares in or assets or undertaking of the Vendor and any Group Company on or after Completion;

8.12.14 This Clause 8.12 applies notwithstanding any other provision of this Agreement to the contrary and shall not cease to have effect as a consequence of any rescission or termination of any other provisions of this Agreement.

8.12.15 The limitations on the liability of the Purchaser set out in this Clause 8.12 shall not apply in relation to the Purchaser to the extent that the Claim is in respect of the fraud of the Purchaser.

9.         Restrictions on the Vendor

9.1       Definitions

For the purposes of this Clause 9, the following words and expressions shall have the following meanings:

"Affiliate" or "Affiliates" means, in the case of a person which is an entity, (a) any person or entity which, directly or indirectly, is in control of, is controlled by, or is under common control with the person, and (b) any person who is an executive director or an executive (i.e. head of his/her respective department) of the person who has access to any Confidential Information. For the purposes of this definition, "control" of a person or entity means the power, directly or indirectly, either to (i) vote a majority of the securities having ordinary voting power; (ii) determine the majority of the board of directors of such person or entity; or (iii) by management contract have the right to control the management and day-to-day operations of such person or entity.

9.2 Restrictions on the Vendor and the InnoMed Owner

The Vendor agrees and undertakes with the Purchaser that for so long as any of the Vendor and the InnoMed Owner or their respective Affiliates hold any Redeemable CPS or any ordinary shares in the capital of the Purchaser converted therefrom or is otherwise a substantial shareholder (within the meaning of the Listing Rules) of the Purchaser and for a period of 2 years after it ceases to be a substantial shareholder, none of the Vendor, the InnoMed Owner, or their respective Affiliates shall, either on their own behalves or as agents and either directly or indirectly:

9.2.1 carry on, be engaged, concerned or interested in or in any way assist in any business similar to or which may compete (either directly or indirectly) with any business carried on by any member the Group at any time and in anywhere in the world (including but not limited to PRC) where any Group Company carries on business during the 12 months preceding the relevant date of cessation;

9.2.2 canvass or solicit or accept orders from or do business with any person with whom the Group has done business during the 12 months preceding the relevant date of cessation, or otherwise induce or endeavour to induce any such person to cease being a customer of the Group; and

9.2.3 at any time after the date of this Agreement do or say anything which may be harmful to the reputation of the Group or which may lead any person to reduce their level of business with the Group or seek to improve their terms of trade with the Group;

save that, prior to obtaining the CE Marking of the Specified Product by the Company or the obtaining of the SFDA approval of the Specified Product by Shanghai Ying Sheng, whatever is the earlier, there will be similar business carried out by the Vendor, the InnoMed Owner or their respective affiliates.

9.3       Validity and Effectiveness

While the restrictions contained in this Clause 9 are considered by the Parties 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 and the Purchaser but would be valid if part of the wording thereof were deleted or the periods (if any) thereof were reduced the said restriction shall apply with such modifications as may be necessary to make it valid and effective.

10.       Put Option

10.1 Definitions

For the purpose of this Clause 10, where the context so admits, the following words and expressions shall have the following meanings:

"Exercise Notice"        a notice in writing pursuant to which the Put Option is exercised;

"Exercise Period"        the period commencing on 1 April 2013 and ending on 25 July 2013 (both dates inclusive);

"Option Completion Date" means 10:00 a.m. (Hong Kong time) on the second Business Day next following the date on which all the conditions set out in Clause 10.6 are satisfied or waived in accordance with this Agreement or such other time and date as may be agreed between the Purchaser and the Vendor in writing, on which completion of the exercise of the Put Option shall take place;

"Option Price" has the meaning set forth in Clause 10.3;

"Put Option"   has the meaning set forth in Clause 10.2; and

"Term" the period commencing on the Completion Date and ending on 31 August 2013 (both dates inclusive).

10.2 Grant of Put Option

In consideration of the sum of HK$1.00 now paid by the Purchaser to the Vendor (receipt of which the Vendor hereby acknowledges), subject to Completion, the Vendor hereby grants to the Purchaser the right (the "Put Option") to require the Vendor to acquire all but not part of the Sale Shares and the Subscription Shares from the Purchaser at the Option Price.

10.3 Option Price

The Option Price shall comprise the following:

10.3.1 HK$ 156 million in cash (the "Cash Option Consideration"); and

10.3.2 an amount (the "Non-cash Option Consideration") equal to the multiple of:

(a)        the aggregate number of the Consideration Shares issued by the Purchaser pursuant to Clause 3.4 during the period from the date of this Agreement to the Option Completion Date, regardless of whether the Redeemable CPS remain subject to the lock-up undertakings under Clause 3.5, the InnoMed Owner CPS Charge or the Vendor CPS Charge, or have already been converted into Ordinary Shares; and

(b)        HK$0.18. 10.4 Exercise of Put Option

10.4.1 Notwithstanding anything to the contrary herein and without prejudice to any rights and remedies which the Purchaser may have, the Put Option shall become exercisable during the Exercise Period in the event that the audited Consolidated Net Profit After Tax of the Group as shown in the audited consolidated financial statements of the Group prepared under the HKGAAP audited by the auditors of the Purchaser does not exceed HK$ 70 million for any financial year ended on or before 31 December 2012.

10.4.2 Upon the Put Option becoming exercisable, the Purchaser may exercise the Put Option by serving the Exercise Notice during the Exercise Period on the Vendor notifying its intention to exercise the Put Option.

10.5 Settlement of Option Price

10.5.1 The Non-cash Option Consideration shall be satisfied by:

10.5.1.1 the Vendor delivering to the Purchaser on or before the Option Completion Date all outstanding Redeemable CPS which, as at the Option Completion Date, remain subject to the lock-up undertakings in Clause 3.5 and/or the InnoMed CPS Charge and the Vendor CPS Charge, for redemption at the price of HK$0.18 per each Redeemable CPS to be redeemed, which shall be off-set against part of the Non-cash Option Consideration; and

10.5.1.2 the Vendor paying the Purchaser in cash in either HK$ or US$ equivalent within 3 months from the Option Completion Date an amount equal to the Non-cash Option Consideration after deducting an amount equal to the multiple of the number of Redeemable CPS delivered to the Purchaser for redemption and cancellation under Clause 10.5.1.1 and HK$0.18. The Vendor shall pay the funds to the bank account of the Purchaser designated in writing by the Purchaser.

10.5.2 The Cash Option Consideration shall be payable by the Vendor to the Purchaser in cash within 3 months from the Option Completion Date and the funds shall be remitted to the bank account of the Purchaser designated in writing by the Purchaser.

10.6 Conditions Precedent to Exercise of Put Option

Completion of the exercise of the Put Option is conditional upon compliance with the Listing Rules and the approval by the independent shareholders of the Purchaser at a special general meeting of the Purchaser of the (i) transfer of the Sales Shares and the Subscription Shares to the Vendor; and (ii) (where required), the redemption and cancellation of those Redeemable CPS under Clause 10.5.1.1;

10.7 Non-satisfaction of Conditions

In the event that any of the conditions set forth in Clause 10.6 is not fulfilled, completion of the redemption of the Redeemable CPS under Clause 10.5.1.1 and the transfer of the Sale Shares and the Subscription Shares pursuant to the exercise of the Put Option shall not be proceeded. In such case, the Purchaser may sell, transfer or dispose of or otherwise deal with the whole or any part of the Redeemable CPS in accordance with the terms of the Vendor CPS Charge and/or the InnoMed Owner CPS Charge (as the case may be) and the Vendor shall assist and shall execute and shall procure the InnoMed Owner (as the case may be) to execute any transfer instrument(s) as required to enable the Purchaser to sell, transfer, or dispose of or otherwise deal with the whole or any part of the Redeemable CPS.

10.8 Completion of the Exercise of the Put Option

10.8.1 Completion of the redemption of the Redeemable CPS pursuant to the exercise of the Put Option shall take place on the Option Completion Date. At completion of the redemption of the Redeemable CPS under Clause 10.5.1.1, the certificates and transfer instrument(s) duly executed by the Vendor and the InnoMed Owner in respect of the transfer of the redeemed Redeemable CPS to the Purchaser shall be delivered to the Purchaser for cancellation.

10.8.2 The Vendor shall comply with Clause 10.5.1.2 and Clause 10.5.2 and pay the amounts in cash to the Purchaser in accordance with the provisions set out in those Clauses.

10.8.3 On the Option Completion Date and until such time when the total Option Price has been settled by the Vendor, the Purchaser may cause, and the Vendor shall procure, that such directors, officers and managers be removed from the offices at the Group and the bank mandates of the Group be altered as the Purchaser may in its absolute discretion direct.

10.8.4 Upon compliance by the Vendor of its obligations under Clauses 10.8.1 and 10.8.2 and subject to all the conditions set forth in Clause 10.6 having been fulfilled, the Purchaser shall:-

(a)        transfer the title of the Sale Shares and the Subscription Shares and shall deliver to the Vendor, in respect of the Sale Shares and the Subscription Shares, (i) the existing share certificate(s) issued in the name of the Purchaser or its nominee(s); and (ii) transfer instrument(s) duly executed by the Purchaser or its nominee(s) in respect of the transfer of the Sale Shares and the Subscription Shares to the Vendor;

(b)        assign any shareholder's loan owed by any of the Group Companies to the Purchaser to the Vendor;

(c)        cause such director, officers and managers of the Group appointed by the Purchaser be removed from office; and

(d)       cause the bank authorised signatory be altered as the Vendor may reasonably request.

10.9 Listing of the Put Option

No application shall be made for the listing of the Put Option on the Stock Exchange or any other stock exchange.

11.       Confidentiality

11.1 Confidential Information

Each Party undertakes to the other Parties that it shall treat as strictly confidential, and shall procure that its Affiliates and its and their respective directors, officers, employees and advisers treat as strictly confidential, all information (whether oral, graphic, written or in electronic form) which it receives or obtains as a result of entering into or performing this Agreement or the other Transactions Documents (the "Confidential Information"), including, without limitation:

11.1.1 information relating to the business, assets, financial or other affairs of any of the other Parties;

11.1.2 information relating to the provisions and subject matter of this Agreement and the other Transactions Documents;

11.1.3 information relating to the existence of this Agreement and the other Transactions Documents and their purpose; and

11.1.4 information relating to the negotiations leading up to this Agreement and the other Transactions Documents, including any information relating to or in respect of any negotiations and communications between the Parties after the date of this Agreement.

Each Party shall not, and shall procure that its Affiliates and its and their respective directors, officers, employees and advisers shall not, use for its own business purpose or disclose to any third party any Confidential Information without the prior written consent of the other Parties.

11.2 Exclusions

The restrictions contained in Clause 11.1 shall not apply so as to prohibit disclosure or use of any information if and to the extent:

11.2.1 the disclosure or use is required by law or by any securities exchange or Governmental Authority pursuant to rules to which the Parties or their respective holding companies are subject;

11.2.2 the disclosure is made by a Party to its Affiliates or to its or its Affiliates' directors, officers, employees, bankers, auditors, legal counsel, placing agent(s) and advisers provided that such Affiliates or directors, officers, employees, bankers, auditors, legal counsel, placing agent(s) and advisers are subject to the same or substantially equivalent confidentiality obligations as set out in this Clause 11.1;

11.2.3 the information becomes publicly available (other than by a breach of this Agreement);

11.2.4 the other Parties have given prior written consent to the disclosure or use; or

11.2.5 the disclosure or use is required for the purpose of any judicial or arbitration proceedings arising out of this Agreement or any other Transactions Document.

12.       Costs

Save as expressly provided in this Agreement, or any other Transactions Document, each Party shall pay its own costs (including Taxes) in connection with the negotiation, preparation, execution and implementation of this Agreement and the other Transactions Documents and any other matters in connection therewith.

13.       General

13.1 Successors and Assigns

This Agreement shall be binding upon and enure for the benefit of the successors, assigns and legal personal representatives of the Parties.

13.2 Assignment

13.2.1 Neither the Vendor nor the Company shall assign this Agreement or any of its rights and/or transfer any of its obligations under this Agreement to any third party without the prior written consent of the Purchaser.

13.2.2 The Purchaser may assign and transfer any of its rights (but not its obligations) under this Agreement in whole or in part and without restriction to any of its Affiliates.

13.3 Whole Agreement

This Agreement (together with the other Transactions Documents) constitutes the whole agreement between the Parties relating to the subject matter of this Agreement and shall with effect from the date of this Agreement supersede any previous agreements or arrangements between them relating to the subject matter hereof.

13.4 Variations

No variations of this Agreement shall be effective unless made in writing and signed by all the Parties.

13.5 Agreement Survives Completion

The Warranties and all other provisions of this Agreement shall remain in full force and effect notwithstanding Completion (except insofar as they set out obligations which have been fully performed at Completion).

13.6 Invalidity

If any provision or part of a provision of this Agreement shall be, or be found by any authority or court 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.

13.7 No Waiver

No failure of a Party to exercise, and no delay or forbearance in exercising, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of such right or remedy.

13.8 Further Assurance

At any time after the date of this Agreement, each Party shall, and shall use all
reasonable endeavours to procure (to the extent it is legally or contractually entitled to do so) that any necessary third party shall, execute such documents and do such acts and things as the other Parties may reasonable require for the purpose of giving to such Parties the full benefit and provisions of this Agreement.

13.9 Time of the Essence

Time shall be of the essence of this Agreement, both as regards any dates, times and periods mentioned and as regards any dates, times and periods which may be substituted for them in accordance with this Agreement or by agreement in writing between the Parties.

13.10 Counterparts

This Agreement may be executed in one or more counterparts, and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart and each such counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same instrument.

14.       Notices

14.1 Form and Addresses

Any notice or other communication in connection with this Agreement shall be in writing in English (a "Notice") and shall be sufficiently given or served if delivered or sent:

14. 1.1 in the case of the Vendor, to:

Address:          c/o 20th Floor, Alexandra House, Central, Hong Kong

Fax:     (852) 2810 0664

Attention:        Ms. Denise Jong

14.1.2 in the case of the Company, to:

Address:          c/o 20th Floor, Alexandra House, Central, Hong Kong

Fax:     (852) 2810 0664

Attention:        Ms. Denise Jong

14.1.3 in the case of the Purchaser, to:

Address:          2208, 22/F., St. George's Building, 2 Ice House Street, Central,

Hong Kong

Fax:     (852) 2102 8100

Attention:        the board of directors

or (in either case) to such other address, or fax number as the relevant Party may have notified to the other Parties in writing in accordance with this Clause 14.

14.2 Delivery

Unless there is evidence that it was received earlier, a Notice is deemed given if: 14.2.1 delivered personally, when left at the address referred to in Clause 14.1;

14.2.2 sent by prepaid registered post or courier, three Business Days (or five Business Days if sent by airmail) after posting it; and

14.2.3 sent by fax, when confirmation of its transmission has been recorded by the sender's fax machine;

15. Governing Law and Arbitration 15.1 Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong.

15.2 Arbitration

15.2.1 Any dispute, controversy or claim arising out of or relating to this Agreement or any other Transactions Document, or the breach, termination or invalidity thereof, (each, a "Dispute") shall be referred to and finally resolved by arbitration in accordance with the provisions of this Clause 15.2.

15.2.2 Where a Dispute is referred to arbitration by any Party, the arbitration shall take place in Hong Kong in accordance with the UNCITRAL Arbitration Rules as at present in force. The appointing authority shall be the HKIAC. The arbitration shall be managed by the HKIAC in accordance with its practice, rules and regulations. The place of arbitration shall be in Hong Kong at the HKIAC. There shall be one arbitrator who shall be appointed by the HKIAC. The language to be used in the arbitral proceedings shall be English and the applicable law of the arbitration shall be Hong Kong law.

15.2.3 The foregoing shall not preclude any Party from seeking interim relief or orders for interim preservation in any Court of competent jurisdiction. Any such application to Court shall not demonstrate an intention to act inconsistently in any way with the agreement to settle disputes by arbitration set out in this Clause 15.2.

15.3 Appointment of Process Agent

15.3.1 The Vendor hereby irrevocably appoints RB Secretariat Limited of 20th Floor Alexandra House, Central, Hong Kong (marked for the attention of: Ms. Denise Jong) as their agent to receive and acknowledge on their behalf service of any writ, summons, order, judgment or other notice of legal process in Hong Kong. If for any reason the agent named above (or its successor) no longer serves as agent of the Vendor for this purpose, the Vendor shall promptly appoint a successor agent reasonably satisfactory to the Purchaser, notify the Purchaser thereof and deliver to the Purchaser a copy of the new process agent's acceptance of appointment, provided that until the Purchaser receives such notification, it shall be entitled to treat the agent named above (or its said successor) as the agent of the Vendor for the purposes of this Clause 15.3. The Vendor agrees that any such legal process shall be sufficiently served on them if delivered to such agent for service at its address for the time being in Hong Kong whether or not such agent gives notice thereof to the Vendor.

15.3.2 The Company hereby irrevocably appoints RB Secretariat Limited of 20th Floor, Alexandra House, Central, Hong Kong (marked for the attention of: Ms. Denise Jong) as their agent to receive and acknowledge on their behalf service of any writ, summons, order, judgment or other notice of legal process in Hong Kong. If for any reason the agent named above (or its successor) no longer serves as agent of the Company for this purpose, the Company shall promptly appoint a successor agent reasonably satisfactory to the Purchaser, notify the Purchaser thereof and deliver to the Purchaser a copy of the new process agent's acceptance of appointment, provided that until the Purchaser receives such notification, it shall be entitled to treat the agent named above (or its said successor) as the agent of the Company for the purposes of this Clause 15.3. The Company agrees that any such legal process shall be sufficiently served on them if delivered to such agent for service at its address for the time being in Hong Kong whether or not such agent gives notice thereof to the Company.

Schedule 1
Details of the Group
Part A - Details of the Company

	Name:	MIV Scientific Holdings Ltd.
	Company Number:	1604922
	Address of Registered Office:	ABM Chambers, P.O. Box 2283, Road Town, Tortola, British Virgin Islands.
	Date and Place of Incorporation:	15 September 2010, British Virgin Islands
	Maximum Number of Shares:	50,000 shares of no par value each
	Number of Issued Shares:	80 shares
	Directors:	Chris Chen
	Secretary:	Nil
	Annual Accounts Date:	31 December
	Auditors:	Not yet appointed
	Shareholders	MIV Therapeutics, Inc

Part B - Details of InnoMed

	Name:	InnoMed Scientific Incorporation Limited
	Company Number:	954899
	Address of Registered Office:	13/F., Kyoto Plaza, 491-499 Lockhart Road, Causeway Bay, Hong Kong.
	Date and Place of Incorporation:	10 March 2005, Hong Kong
	Authorised Share Capital:	HK$10,000.00
	Issued Share Capital:	HK$2.00
	Directors:	Mr. Hu
		Mr. Kong Chun Fai
	Secretary:	Mr. Chung Wai Shing, William
	Annual Accounts Date:	31 December
	Auditors:	T.O.Yip & Co
	Shareholders	InnoMed Scientific Ltd. (Cayman Islands)

Part C - Details of Shanghai Companies

Shanghai Ying Zhong

Name:____

Company Number:      3101 15400250240( 浦東 )

Address of Registered Office:           中國上海市張江高科技產業東區瑞慶路 528 號
21 乙四層 (4/F., 21 Yi, 528 Rui Qing Road, Zhang Jiang Gao Ke Ji Chan Ye Dong Qu, Shanghai City, The PRC)

Date and Place of Establishment:       27 November 2008, Pudong New Area, Shanghai,
PRC

Registered Capital:     US$4,000,000.00 (US$800,000.00 paid up)

Legal Representative: Ty Tiefeng HU ( 胡鐵鋒 )

Directors:        Mr. Ty Tiefeng HU

Annual Accounts Date:          31 December

Auditors:                     Shanghai Jing Long Certified Public Accountants
Co., Ltd.

Shareholders               InnoMed Scientific Incorporation Limited
Shanghai Ying Sheng

Name:  上海贏生醫療科技有限公司

Company Number:      企獨滬浦總字第 321340 號 ( 浦東 )

Address of Registered Office:           中國上海市張江高科技園區蔡倫路 720 號 1 號
樓 212 室 (Room 212, Yi Hao Lou, 720 Cai Lun Road, Zhang Jiang Gao Ke Ji Yuan Qu, Shanghai City, The PRC)

Date and Place of Establishment                    26 December 2005, Pudong New Area, Shanghai,
PRC

Registered Capital:     US$1110,000.00 (US$110,000.00 paid up)

Legal Representative: Ty Tiefeng HU ( 胡鐵鋒 )

Directors:        Mr. Hu, Ty Tiefeng

	Annual Accounts Date:	31 December
	Auditors:	Shanghai Jing Long Certified Public Accountants
		Co., Ltd.
	Sole Shareholder	Ty Tiefeng HU (M)

Schedule 2
Part A - Details of the Patents

Filing No.	Name of application	Country of application	Specifics
M006-	Compositions Formulated for	Canada, The PRC,	Polymer free drug
7011 WO0	Solvent-Regulated Drug Release	US, Japan, India, Europe	delivery alternative
M006-	Electrolyte Solution and Method	Canada, The PRC,	Hap, Polymer free
7004WO0	for Electrolyte Co-Depositing of Thin Film Calcium Phosphate and Drug Composites	US, Japan, India, Europe	drug delivery alternative
M006-	Coatings For Implantable	Canada, The PRC,	Polymer free drug
7018WO0	Medical Devices For Liposome Delivery	US, Japan, India, Europe	delivery alternative
M006- 7017WO0	Calcium Phosphate Coated Medical Devices Which Regulate Drug Release	Canada, The PRC, US, Japan, India, Europe	VestaSync, Hap
M006- 7019WO0	Lipid Coatings For Implantable Medical Devices	Canada, The PRC, US, Japan, India, Europe	VestaSync
M006- 7020WO0	Method of Coating Medical Devices	Canada, The PRC, US, Japan, India, Europe	VestaSync

 

Part B - Domain Name

www.innomedscientific.com

Schedule 3
Warranties

1.         Group Companies

1.1       Incorporation

Each of the Group Company is a company duly established and validly existing under the laws of its place of incorporation.

1.2       Details of the Group Companies

All of the details shown in Schedule 1 relating to the Group Companies are true and accurate in respect of the matters dealt with.

1.3       The Sale Shares and the Subscription Shares

1.3.1 As at the date of this Agreement, all the Sale Shares have been duly authorised and validly allotted and issued and are fully paid up. Save and except as contemplated under the Transactions Documents, the Company has not exercised any lien over such Sale Shares and there is no outstanding call on any such Sale Shares, free from all Encumbrances.

1.3.2 As at the date of this Agreement, save and except as contemplated under the Transactions Documents, the Vendor is the legal and beneficial owner of all the Sale Shares, free from all Encumbrances.

1.3.3 The allotment and issue of the Subscription Shares have been duly authorised by the Company and, when duly allotted, issued and delivered in accordance with this Agreement shall be free from all Encumbrances and shall rank pari passu with the Shares in issue on the Completion Date.

1.3.4 Immediately after Completion pursuant to the terms and conditions of this Agreement, the Purchaser (or its designated nominee(s)) shall own 100% of then entire issued capital of the Company as enlarged by the Subscription Shares.

1.3.5 The Company has completed, to the extent not being so at the date of this Agreement, the increase of Company's maximum share capital if necessary, so as to enable the Company to issue the Subscription Shares pursuant to this Agreement.

1.4 Other Group Companies

1.4.1 The Company does not have a subsidiary other than the Group Companies (other than the Company) set out in Schedule 1. Save and except the unpaid registered capital of Shanghai Ying Zhong of US$3,200,000.00, the Company does not have any outstanding liability arising in relation to any subsidiary it may have had at any time.

1.4.2 The Company has no interest in, and has not agreed to acquire an interest in, a corporate body other than InnoMed. InnoMed has no interest in, and has not agreed to acquire an interest in, a corporate body other than the Shanghai Companies.

1.4.3 Upon completion of the InnoMed Share Purchase Agreement, the Company shall be the legal and beneficial owner of 100% of the issued capital of InnoMed, free from all Encumbrances. As at the date of this Agreement, InnoMed is the legal and beneficial owner of 100% of the equity interest in Shanghai Ying Zhong, free from all Encumbrances. Upon completion of the Shanghai Ying Sheng Equity Transfer Agreement, which shall take place before Completion, InnoMed shall be the legal, beneficial and registered owner of 100% of the registered capital of the Shanghai Companies, free from all Encumbrances.

1.4.4 As at the date of this Agreement, the registered capital of Shanghai Ying Zhong and Shanghai Ying Sheng, are US$4,000,000.00 and US$110,000.00, respectively, whereas the paid up registered capital of Shanghai Ying Zhong and Shanghai Ying Seng are US$800,000.00 and US$110,000.00, respectively. There is no other authorised, issued or outstanding securities or loan capital of each of the Shanghai Companies. Other than the unpaid registered capital of Shanghai Ying Zhong of US$3,200,000.00, there is no other authorised, issued or outstanding securities or loan capital of each of the Shanghai Companies and there is neither any outstanding liability to contribute to the registered capital of any of the Shanghai Companies nor any pending application to increase the registered capital of any of the Shanghai Companies. All contributions, cooperative conditions and other obligations of the shareholders of the Shanghai Companies have been made and there are no outstanding obligations due and not yet fulfilled by any of the shareholders to the Shanghai Companies.

1.4.5 The entire registered capital of each of the Shanghai Companies shall, upon completion of the Shanghai Ying Sheng Equity Transfer Agreement, be legally and beneficially owned by InnoMed alone and shall have been duly authorised and, save and except the unpaid registered capital of Shanghai Ying Zhong of US$3,200,000.00, fully paid-up.

1.4.6 Save and except as contemplated under this InnoMed Share Purchase Agreement and the Shanghai Ying Sheng Equity Transfer Agreement, there is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to the issued capital of InnoMed or the registered capital of any of the Shanghai Companies. No person has claimed to be entitled to an Encumbrance in relation to issued capital of InnoMed or the registered capital of any of the Shanghai Companies.

1.4.7 Each of the Shanghai Companies has carried on its business within the business scope specified in its business licence and in compliance with the requirements of applicable PRC laws and regulations. The operation and conduct of the business by, and term of operation of, each of the Shanghai Companies are in compliance in all respects with applicable PRC laws and regulations.

1.5       Pre-Emption, etc.

1.5.1 Save and except as contemplated under the Transactions Documents, no person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, issue, sale or transfer of any share or loan capital or any other security giving rise to a right over the capital of the Company under any option, convertible notes, convertible bonds, convertible preference shares or other agreement (including conversion rights and rights of pre-emption).

1.5.2 Save for the InnoMed Share Purchase Agreement, no person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, issue, sale or transfer of any share or loan capital or any other security giving rise to a right over the capital of InnoMed under any option or other agreement (including conversion rights and rights of pre-emption).

1.5.3 Save for the Shanghai Ying Sheng Equity Transfer Agreement, no person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, issue, sale or transfer of any equity interests or other equity or loan capital or any other security giving rise to a right over the capital of any of the Shanghai Companies under any option or other agreement (including conversion rights and rights of pre-emption).

1.5.4 There are no outstanding or authorised stock appreciation, phantom stock, profit participation or similar rights with respect to any Group Company.

1.6       Insolvency, etc.

1.6.1 No order has been made, petition presented, resolution passed or meeting convened for the winding-up (or other process whereby the business is terminated and the assets of the company concerned are distributed among the creditors and/or shareholders or other contributories) of any Group Company. There are no cases or proceedings under any applicable insolvency, reorganisation or similar laws in any relevant jurisdiction and no events have occurred which, under applicable laws, would justify any such cases or proceedings.

1.6.2 No petition has been presented or other proceedings have been commenced for an administration or judicial management order to be made (or any other order to be made by which, during the period it is in force, the affairs, business and assets of the company concerned are managed by a person appointed for the purpose by a Governmental Authority) in relation to any Group Company nor has any such order been made.

1.6.3 No receiver (including an administrative receiver), liquidator, judicial manager, trustee or custodian (or equivalent in the relevant jurisdiction) has been appointed in respect of the whole or any part of any of the property, assets and/or undertaking of any Group Company and no step has been taken for or with a view to the appointment of such a person.

1.6.4 No Group Company has taken any step with a view to the suspension of payments or a moratorium of any indebtedness or has made any voluntary arrangement with any of its creditors.

1.6.5 No Group Company is insolvent or unable to pay its debts as they fall due.

2.         Accuracy of Information Provided to the Purchaser

2.1       All information contained in this Agreement remains true and accurate in all material respects.

2.2       Notwithstanding anything to the contrary herein, neither the Company nor any

Vendor makes any representation or warranty to the Purchaser with respect to the transactions contemplated herein other than the Warranties.

3.         Accounts and Records

3.1       Latest Accounts

3. 1.1 The Management Accounts have been prepared and the Completion Accounts shall be prepared in accordance with applicable law and in accordance with applicable accounting standards applicable to the Company and InnoMed and the Shanghai Companies so as to give a true and fair view of the assets, liabilities and state of affairs of the relevant Group Company as at the Management Accounts Date and the Completion Date respectively and of the profits or losses for the period concerned and as at the Management Accounts Date and the Completion Date respectively make:

provision for all actual liabilities required to be provided for in the Management Accounts or the Completion Accounts as the case may be in accordance with applicable accounting standards (as the case may be);

provision (or note) for all contingent liabilities required to be provided for in the accordance with the applicable accounting standards; and

provision reasonably regarded as adequate for all bad and doubtful debts.

3.1.2 The bases and policies of accounting of each Group Company (including depreciation) adopted for the purpose of preparing their respective Management Accounts and the Completion Accounts are the same as those adopted for the purpose of preparing the respective audited accounts of each Group Company for each of the previous three financial years or since its establishment.

3.2       Non-Recurring Items, etc.

The trends of the profits or losses of each Group Company for the three financial years ended on the 31 December 2009 of such Group Company and for the six month period ended 30 June 2010 as shown in the accounts of the Group Company have not (except as disclosed in such accounts) been affected by changes or inconsistencies in accounting practices, by the inclusion of non-recurring items of income or expenditure, by transactions of an abnormal or unusual nature or entered into otherwise than on normal commercial terms or by any other factors rendering such profits for all or any of such periods exceptionally high or low.

3.3       Tax

3.3.1 Full provision or reserve has been made in the books of accounts for all Tax liable to be assessed, charged or imposed on each Group Company or for which each is or may become accountable in respect of:

(a)        profits, gains or income (as computed for Tax purposes) arising or accruing or deemed to arise or accrue on or before the Management Accounts Date;

(b)        any transactions effected or deemed to be effected on or before the Management Accounts Date or provided for in the books of accounts of the Group Company; and

(c)        distributions made or deemed to be made on or before the Management Accounts Date or provided for in the books of accounts.

3.3.2 Proper provision or reserve for deferred Tax in accordance with HK GAAP or PRC GAAP (as the case may be) has been made in the books of accounts of the Group Company.

3.4       Depreciation of Fixed Assets

The fixed assets have been depreciated in accordance with the accounting policies of each member of the Group Company.

3.5       Debts

Save as disclosed in the Management Accounts and the Completion Accounts, none of the material debts receivable or due to any Group Company which are included in the books of accounts of the Group Company or which have subsequently arisen has been outstanding for more than three months from its due date for payment or has been released on terms that the debtor has paid less than the full value of its debt and all such debts have realised or shall realise in the normal course of collection their full value as included in the books of the relevant Group Company after taking into account the provision for bad and doubtful debts made in the books of accounts. For the avoidance of doubt, a debt shall not be regarded as realising its full value to the extent that it is paid, received or otherwise recovered in circumstances in which such payment, receipt or recovery is or may be void, voidable or otherwise liable to be reclaimed or set aside.

3.6       Borrowings

3.6.1 Save as disclosed in the Management Accounts and the Completion Accounts, no Group Company has any outstanding, nor has agreed to create or incur, borrowings or indebtedness in the nature of borrowings.

3.6.2 Save as disclosed in the Management Accounts and the Completion Accounts, no Group Company has outstanding any loan capital, nor has it factored any of its debts, nor engaged in any financing of a type which would not be required to be shown or reflected in its books of accounts or borrowed any money which it has not repaid.

3.7 Accounting and Other Records

The statutory books, books of account and other records of whatsoever kind of each Group Company are up-to-date in all material respects and maintained in accordance with all applicable legal requirements on a proper and consistent basis and contain complete and accurate records in all material respects of all matters required to be dealt with in such books and all such books and records, documents of title and copies of all subsisting agreements to which any Group Company is a party, and all other documents which are the property of each Group Company, are in its possession (or under its control) and no notice or allegation that any is incorrect or should be rectified has been received. All accounts, documents and returns required by law to be delivered or made to any Governmental Authority and which failure to deliver or make such documents and returns may incur any penalty, have been delivered or made.

3.8 Changes Since the Management Accounts Date

Since the Management Accounts Date as regards each Group Company:

3.8.1 there has been no Material Adverse Effect and no event, fact or matter has occurred or is likely to occur which shall give rise to any a Material Adverse Effect;

3.8.2 its business has been carried on in the ordinary course as regards the nature, extent and manner of carrying it on, without any interruption or alteration in its nature, scope or manner, and so as to maintain the same as a going concern;

3.8.3 it has not entered into any material transaction or assumed or incurred any liabilities (including contingent liabilities) in excess of US$200,000 or made any payment not provided for in the Management Accounts, otherwise than in the ordinary course of carrying on its business;

3.8.4 its business has not been materially and adversely affected by the loss of any important customer or source of supply or by any abnormal factor not affecting similar businesses to a like extent and there are no facts which are likely to give rise to any such effects. For these purposes, an important customer or source of supply in respect of the Group means one which in either of the two financial years immediately preceding the Management Accounts Date accounted for 5% or more (in the case of a customer) of the turnover of the Group or (in the case of a source of supply) of the goods, services or equipment supplied to the Group;

3.8.5 no dividend or other distribution has been declared, made or paid to its members, except as provided for in the relevant balance sheet;

3.8.6 save and except as contemplated under the Transactions Documents, no share or loan capital or any other security giving rise to a right over the capital has been allotted or issued or agreed to be allotted or issued;

3.8.7 it has not redeemed or purchased or agreed to redeem or purchase any of its share capital;

3.8.8 it has not made or received any surrender relating to group relief or any surrender of a Tax refund;

3.8.9 no insurance claims have been refused or settled below the amount claimed; and

3.8.10 it has not entered into any commitments or contracts of a long term nature ("long term nature" meaning that the agreement or arrangement is not capable of performance within its terms within 6 months after the date on which it was entered into or undertaken or cannot be terminated on less than 6 months' notice).

4.         Legal Matters

4.1       Compliance with Laws

Each Group Company has carried on and is carrying on its business and operations in all material respects so that there have been no breaches of applicable laws, regulations and bye-laws in each country in which they are carried on and there have not been and are not any breaches by any Group Company of its constitutional documents and there has not been and there is no investigation or enquiry by, or order, decree, decision or judgment of, any Governmental Authority, tribunal or arbitrator outstanding or anticipated against any Group Company or any person for whose acts or defaults it may be vicariously liable, nor is there any notice or other communication (official or otherwise) from any Governmental Authority, tribunal or arbitrator with respect to an alleged actual or potential violation and/or failure to comply with any such applicable law, regulation, bye-law or constitutional document, or requiring it to take or omit any action.

4.2       Licences and Consents

All statutory, municipal and other licences, consents, authorisations, orders, warrants, confirmations, permissions, certificates, approvals and authorities (the "Licences") necessary for the carrying on of the businesses and operations of each Group Company have been obtained, are in full force and effect and all conditions applicable to or standards required for maintaining any such Licence have been and are being complied with on an on-going basis in all material respects. There i