HKD O/D

USD O/D

Up to USD1,000,000.00

(or its equivalent amount in HKD)

Interest Rates for O/D :

- HKD O/D : HIBOR + 2%p.a.

- USD O/D : LIBOR + 2%p.a.

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The aggregate outstanding of the Combined Facilities utilized by Borrower 2, Borrower 4 and Borrower 6 shall not exceed USD10,000,000.00.

A duly signed copy of this Facility Letter indicating the Borrowers’ and the security providers’ acceptance of the Facility(ies) on the terms and conditions set out in this Facility Letter;

Continuing cross guarantee(s) executed/to be executed by the following guarantor(s) in the Bank’s favour to cover general banking facilities from time to time and at any time granted or to be granted by the Bank to the Borrowers to such extent as the Bank may from time to time deem fit, provided that the total liability of each guarantor under the guarantee shall not be less than the guaranteed amount stated below, together with interest and any other money set out in the guarantee:-

Name of the Guarantor

Comtech Broadband Corporation Limited

Comtech Industrial (Hong Kong) Limited

Comtech International (Hong Kong) Limited

Hong Kong JJT Limited

Keen Awards Limited

Rise Year Limited

Continuing corporate guarantee(s) executed/to be executed by the following guarantor(s) in the Bank’s favour to cover general banking facilities from time to time and at any time granted or to be granted by the Bank to the Borrowers to such extent as the Bank may from time to time deem fit, provided that the total liability of each guarantor under the guarantee shall not be less than the guaranteed amount stated below, together with interest and any other money set out in the guarantee:-

Name of the Guarantor

COGO GROUP, INC.

(Formerly known as Comtech Group, Inc.)

Legal Opinion issued by United States of America Law Firm for the validity, legality and enforceability in respect of the Guarantee(s) to be executed by COGO GROUP, INC. together with any resolutions and such other documents in a form and substance satisfactory to the Bank.

Process Agent Appointment Letter(s) issued by COGO GROUP, INC. and duly accepted and confirmed by the process agent.

Charge of Deposit(s) for the total principal deposit amount of not less than USD15,000,000.00 (or if the charged deposit is denominated in any foreign currency acceptable to the Bank, its equivalent in such foreign currency plus any deposit margin (the “Charged Deposit Margin”) as determined by the Bank from time to time without any prior notice to or agreement by the Borrower and/or the Deposit Chargor(s)) together with interest accrued or to be accrued thereon. A list of the deposit margin (the “List of Charged Deposit Margin”) applicable to each foreign currency acceptable to the Bank is attached herewith for your reference. Should the percentage of the charged deposit margin be changed, the change shall be effective on the date another List of Charged Deposit Margin is issued to the Borrower and the Deposit Chargor(s).

Form(s) of Security Deed (Proceeds) duly to be executed by Borrower 3 in the Bank’s favour to secure general banking facilities from time to time and at any time granted or to be granted by the Bank to the Borrowers to such extent as the Bank may from time to time deem fit.

Charge of Deposit(s) for the total principal deposit amount of not less than USD500,000.00 (or if the charged deposit is denominated in any foreign currency acceptable to the Bank, its equivalent in such foreign currency plus any deposit margin (the “Charged Deposit Margin”) as determined by the Bank from time to time without any prior notice to or agreement by the Borrower and/or the Deposit Chargor(s)) together with interest accrued or to be accrued thereon. A list of the deposit margin (the “List of Charged Deposit Margin”) applicable to each foreign currency acceptable to the Bank is attached herewith for your reference. Should the percentage of the charged deposit margin be changed, the change shall be effective on the date another List of Charged Deposit Margin is issued to the Borrower and the Deposit Chargor(s).

Copy, certified by a director, of each of the following documents of your company and the security providers:

Certificate of Incorporation.

Memorandum and Articles of Association or other constitutional documents (if any).

List of directors with their specimen signatures,

Current Business Registration Certificate (if any).

If any of the Borrower / the guarantor(s) / security provider(s) is a limited company, the relevant shareholder and board resolution and certified copies of the constitutional documents of that company;

Such other documents as the Bank may request including those as may be required to evidence any and all licences, authorizations, consents or approvals necessary for the performance by the Borrower or the security provider(s) of their respective obligations under this Facility Letter and the security documents.

Utilization of Bills facility is conditional upon the Bank’s prior approval.

All the proceeds from EID will be firstly applied to retire the relative outstanding under IIF facility.

The Borrowers and COGO GROUP, INC. (the “Parent Company”) undertake with the Bank at all the times of the Facility(ies) that :-

The Borrowers are required to render the Bank the inward bills transaction volume in monetary term of not less than USD50,000,000.00 and outward bills volume in monetary term of not less than USD60,000,000.00 annually. If the Borrowers fail to do so, a handling charge of USD10,000.00 will be charged and payable by the Borrowers.

The Borrower 1 and Borrower 3 are required to submit to the Bank their aging reports of account receivable(s) within one month from the date of the quarterly report(s) has been submitted to the NASDAQ of the Stock Exchange of United States of America.

The Borrowers are required to supply to the Bank annually the reports of sales transaction volume and the aging reports of account receivables relating to their buyers.

Handling Charge            :    USD23,250.00 payable upon acceptance of this Facility Letter.

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After due and careful consideration of the contents of this Facility Letter and the General Terms (as defined above), I/we consent to all the above terms and conditions, and where this Facility Letter in any way whatsoever varies, amends and/or supplements the facility letter(s) previously issued by you to the Borrower, I/we confirm that the guarantee and/or security document executed by me/us is not discharged, prejudiced or affected in any way whatsoever notwithstanding such variations, amendments and/or supplements, and I/we acknowledge that I/we fully understand, confirm and agree to be bound by all the above terms and conditions, and to continue to be liable for all debts and liabilities of the Borrower upon the terms and conditions of the guarantee and/or security document executed or to be executed by me/us.