EXHIBIT 4.24 S&S Comments 9/3/05 SHARE
TRANSFER AGREEMENT
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Transferor: J.I.C. Enterprises (Hong Kong)
Limited ("Party A") Address: 15th Floor, China Merchants Tower,
Shun Tak Centre, Nos. 168-200 Connaught Road Central, Hong Kong
Legal Representative: Chui Kam Wai Position: Chairman Transferee:
J.I.C. Technology Company Limited ("Party B") Address: Century
Yard, Cricket Square, Hutchins Drive, P.O. Box 2681 GT, George
Town, Grand Cayman, Cayman Islands, British West Indies Legal
Representative: Seitaro Furukawa Position: Chairman
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Jetup Electronic (Shenzhen) Company Limited
(the "Company") was established upon the approval by the Shenzhen
People's Government on 15th April 1993 and wholly owned by Party A.
The registered capital is HK$158,500,000 and the paid-up capital is
HK$105,878,396. Amongst which, Party A holds 100% shareholding of
the Company. After the meeting of the board of directors of the
Company passed the relevant resolution, Party A is willing to
transfer its 100% shareholding in the Company to Party B. Now,
after negotiation, Party A and Party B have agreed as follows
regarding the transfer of shares in accordance with the
requirements under the Contract Laws of the People's Republic of
China:- SECTION 1 CONSIDERATION, PERIOD AND FORM OF SHARE TRANSFER
1. Party A holds 100% of the shareholding in the Company. In
accordance with the Articles of Association of the Company, Party A
shall contribute a registered capital of HK$158,500,000. The amount
which was actually contributed was HK$105,878,396. Now, Party A
shall transfer its 100% shareholding in the Company to Party B with
a consideration of HK$105,878,396. 2. Party B shall make a one-time
payment to Party A in the currency and amount as stipulated in
clause 1 of Section 1 within 30 days after this Agreement takes
effect. SECTION 2 Party A warrants that it has the absolute right
to dispose of the shares to be transferred to Party B (the
"Shares"), the Shares are free from any mortgage, the Shares have
not been distrained and the Shares are free from third party's
claims. Otherwise, Party A 1 S&S Comments 9/3/05 shall be
responsible for all economic and legal liabilities as a result of
thereof. SECTION 3 SHARING OF PROFITS AND LOSS (INCLUDING CLAIMS
AND LIABILITIES) OF THE COMPANY 1. After this Agreement takes
effect, Party B shall share t
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